Adventures in Time series 3
by Author Lorem Ipsum
Summary: From weeping pegasi to living scarecrows and murderous suns, Nightengale didn't expect any of this when she boarded the Tardis. Now, traveling with the Tenth Doctor Whooves in the marvelous blue box, she is in for a wild, insane, brilliant ride through time and space. From "The Runaway Bride" to "Last of the Time-Ponies" with a couple of specials thrown in. Allons-y!
1. Episode 1, the Runaway Bride

Doctor Whooves

_The Runaway Bride_

**Let the new season begin! And we're beginning with a bang! A zap! And a flood. I am pleased to introduce our ponified Donna Noble as the pegasus, Noble Flame. Let the sass begin.**

Noble Flame was excited to say the least. Here she was, standing at the end of the aisle with her father, in a beautiful wedding dress, about to get married. Her red orange mane was straightened with a simple curl at the bottom, flowers were tucked into her mane, her purple coat shined, her feathers were perfect, and her excitement was building.

Now, the doors opened and the organ began to play. Together with her father, Noble Sword, Noble Flame trotted down the aisle, smiling. She looked ahead, where her soon-to-be husband Lancelot stood in a black tux. He looked back at her, smiling as he saw her. He was also a pegasus, a dark blue one with a yellow mane. But, halfway there, something began to happen. To everypony else, it looked like she was filling up with gold energy, to Noble, it felt like she was starting to burn. She screamed as it reached a climax and she dissolved into golden energy. It raced up to the ceiling and went through, vanishing.

It flew through space, collecting in a blue box hovering outside a burning star. Noble appeared in front of a blue door with lights above it. She heard a rustling and spun around, a gasp escaping her mouth. There was another pony there! A stallion no less that she didn't know. He stopped and looked at her, eyes mirroring her surprise.

"What?" he asked.

"Who are you?" she asked nervously.

"But-what?!"

"Where am I?" Noble Flame asked, getting angry at his lack of a satisfying reply. "What the hell is this place?!"

"WHAT!?"

**Brand new season, let it play!**

"You can't do that, I wasn't, we're in flight!" the Doctor protested, staring wide eyed at Noble Flame, "That, that is physically impossible! How did-"

"Tell me where I am," she interrupted, furious, "I demand you tell me right now where I am!"

"Inside the Tardis," the Time-Pony said numbly, looking at her.

"The what?"

"The Tardis."

"The what?!"

"The Tardis!"

"The what?!"

"It's the Tardis!" He turned back to the controls, trying to figure out she'd gotten there.

"That's not even a proper word!" she cried, "You're just saying things!" The Doctor checked the controls again, running a hoof through his mane.

"How did you get in here?" he asked, confused.

"Well, _obviously_, when you kidnapped me!" Noble snapped. "Who's paying you? Fairy Cake? Oh my Celestia she's finally got me back, this has Fairy written all over it!"

"Who the hell is Fairy?"

"Your best friend," she sneered.

"Hold on, why are you dressed like that?" asked the Doctor, staring at her long white embroidered dress.

"I'm going cloud molding," Noble said sarcastically. "Why do you think _dumbo!_ I was halfway down the aisle! I've waited for this moment my whole life, I was seconds away and then, I don't know, you used a sleeping spell on me or something!"

"I'm not even a unicorn and I haven't done anything!" the Doctor snapped back. Why wouldn't she shut up? He was trying to figure out what was going on and she just kept _talking_.

"I'm having the police come after you," Noble Flame continued, following the Doctor around. "Me an' my husband, as soon as we're actually married, we're going to sue e cutie mark of ya'!" The Doctor just rolled his eyes, keeping his eyes on the controls. Noble looked around the very odd room she was in, coral spires, bronze light, circle thingies, blue door. Wait, door! She galloped over to the door, grabbing the handles.

"No wait a minute!" called the Doctor as she threw them open. What she saw left her breathless, a swirling nebula of pink and orange gases on a black background that was speckled with stars. The Doctor sighed, he strolled over and stood beside Noble in the doorway.

"You're in space," he said simply, "outer space. This is my, uh, space ship. It's called the Tardis."

"How am I breathing?" asked Noble, eyes glued on the stars.

"The Tardis is protecting us," the Doctor replied.

"Who are you?"

"I'm the Doctor, you?"

"Noble Flame."

"Equestrian?"

"Is that optional?"

"For me it is." Noble took a sideways glance at the pony next to her, he looked normal enough, unless you discounted the odd cutie mark.

"You're an alien."

"Yeah." She nodded slowly, "It's freezing with these doors open." The Doctor reached past her and slammed them both shut. He turned and galloped back towards the console, his motor mouth running away again.

"I don't understand this and I understand _everything._ A pony cannot just lock itself onto the. Tardis and transport inside without being _exceptional_ at magic, and that happened _once!"_ He reached into a bag hanging on the console and pulled out a pair of special eye inspection goggles. He slipped them on and turned to Noble, looking into her eyes. "It must be impossible, some sort of subatomic connection? Something in the temporal field? Maybe something pulling you into alignment with the Chronon shell. Maybe something connecting to your minor magic levels and fusing it with the interior matrix. Maybe a genetic-" _Smack!_ Noble Flame reached up and slapped him mid-sentence, knocking the ridiculous glasses off his muzzle.

"What was that for?!"

"Get me to the wedding!" she demanded.

"Right, fine!" the Doctor snapped, finally ticked off. He turned and galloped back to the console, working it so he wouldn't have to deal with her much longer, "I don't want you here anyways! Where is this wedding?"

"Hoofdon Hall, Star rd., Hoofdon, Equestria, Gaia, the Solar System," Noble said angrily. She turned her glare elsewhere in the Tardis, only to see a mare sized pink jacket hanging over the railing. She picked it up, "I knew it, I'm not the first am I? Acting all innocent, how many other mares have you _abducted_?" The Doctor looked up at her, and something in his expression darkened.

"That's my friend's," he said grimly.

"Where is she then? Popped out for a spacewalk?" continued Noble, oblivious to what he was feeling.

"She's gone," the Doctor said after a moment, turning back to the controls.

"Gone _where?_" she sneered.

"I lost her," he muttered.

"Well you can hurry up and lose me!" He didn't reply this time, Noble Flame's expression softened. "What do you mean lost?" The Doctor looked up at her, clearly angry. He let go of the controls, grabbed the jacket from her as he walked past, stuffed it in his pocket, and stopped by the monitor.

"Right!" he cried, slamming a switch, "Hoofdon!"

* * *

><p>He missed. It was as simple as that. When Noble Flame stepped out of the Tardis some three minutes later, it was not parked in front of Hoofdon hall. And, in response to this slip up, she turned and immediately began scolding him.<p>

"I said Star Road, what sort of moon pony are you? Where's this?!" He didn't listen, the Doctor put his hoof on the side of the Tardis, "Something's wrong with her. It's like she's, recalibrating!" He turned and galloped inside, giving Noble a full view of his impossible box. While he was inside, rambling about his box and inspecting the console with a stethoscope, Noble took a good look at it for the first time. She slowly walked around the side, felling it with one hoof and looking it up and down. Once going all the way around, she flew up on top, remembering the giant cathedral like ceilings inside the box. But, but, this isn't possible. She jumped down in front of it, looking in through the doorway, and finally broke. "Who're you marrying? Sure he's equine? He's not, a bit lever weight with a-Noble!"

Noble turned and started walking away, she heard the Doctor calling after her. With the call came the sound of clattering hooves as he gave chase. He trotted up beside her, periodically glancing over to her.

"Noble-"

"Leave me alone I just wanna get married," she said, not even looking at him.

"Come back to the Tardis," the Doctor insisted.

"No that box is too weird."

"It's bigger on the inside, that's all."

"Oh yeah that's all." She checked her watch, odd, she wasn't wearing a watch earlier. "Ten past three, I'm missing it."

"You can phone them, tell them where you are."

"How do I do that?"

"You could use a pay phone." Noble stopped and just stared at him, "I'm in my wedding dress! It doesn't have _pockets_, have you ever seen a bride with _pockets?_ When I went for my fitting at chez Alicorn the one thing I forgot to say was _give me pockets!_" The Doctor frowned, "Um, this stallion you're marrying, what's his name?"

"Lancelot," she said, softening.

"Good luck Lance."

"OI! No stupid moon pony is going to keep me from getting married to, hell with you!" Noble Flame cried, turning and galloping away.

"I'm not, I'm not, I'm not from the moon," the Doctor groaned, chasing after her out onto the streets.

"Taxi!" called Noble, trying to get one of the taxi carriages to pull over. The pony driving just ignored her. "Why's his sign up?"

"There's another one!" cried the Doctor, they chased after it, "Taxi!" But it still, nopony would pull over.

"There's one!"

"Oi!"

"Do you have this effect on everypony?" asked the Doctor. "Why aren't they stopping?"

"They think I'm in fancy dress," Noble replied, annoyed.

"Lay off the cider sweetheart!" called one of the drivers as he trotted past.

"They think I'm drunk!"

"You're fooling nopony mate!" a pair of teenage pegasus called as they did a fly by. Noble groaned.

"Hold on a second," said the Doctor. He took a deep breath and whistled sharply, Noble Flame flattened her ears to block it out, it was LOUD. One of the cabbies did a sharp U turn and trotted over to pick them up. Noble flew into the carriage, the Doctor climbed in after her.

"Hoofdon Hall, and hurry, I'm getting married," Noble said in a rush as the cabbie pulled away.

"It's going to cost you sweetheart," he called back. "Double rates today." The two ponies in back looked at each other, "Have you got any money?"

"Uh, no. Haven't you?"

"NO _POCKETS!"_

* * *

><p>"And that goes <em>double<em> for ya mother!" Noble Flame cried at the cabbie as he drove away, leaving them back at the corner. "Talk about the holiday spirit." The Doctor looked around, "Oh? Is it Hearth's Warming?"

"Well _duh_, maybe not on the moon but here it's Hearth's Warming Eve," Noble replied, she gasped. "Phone box! We can reverse the charges!"

"Why're you getting married on Hearth's Warming?" asked the Doctor as they started to run down the street.

"Can't stand it," she replied, "Honeymoon in Zebria, sunshine, beaches, lovely." They rounded a corner, at the end there was a large decorated tree. One side of the sort of shopping courtyard had a pay phone, the other had a cashpoint. They duo ran over to the phone, Noble ran inside picking up the phone.

"What's the operator?" she asked confused, looking at the phone in her hoof, "I've not done this in years." The Doctor pulled out the sonic and buzzed it on the machine, "Just, dial."

"What'd you do?"

"Something, alien, now phone, I'll get money," he said, slipping it in a pocket and running across the pavement to the cash point. Another pony was getting bits there, and taking awfully long about it.

"Oh, get off the phone!" groaned Noble, as she tried to call the hall number. Nopony was picking up, when it went to voicemail, she gave up and put it back on the receiver. She stepped out of the pay phone and looked around. Noble rushed up to one of the shoppers, "Excuse me, please I'm begging you, I'm getting married I really am and I'm late so can I please borrow a few bits. I promise I'll pay you back, and it's Hearth's Warming Eve."

The Doctor saw this out the corner of his eye as the pony getting money finally left. Slowly he stepped up to the machine and pulled out the sonic, scanning it over the machine. The screen unlocked and little gold coins began to to plink out into the catching cup. Then, he heard it. A brass band playing nearby, one that hadn't been there before. The Doctor looked up, only to see a band of five members dressed in holiday costumes, wearing creepy masks, playing brass instruments, and walking towards them.

"Thanks for nothing Spacecolt!" cried Noble climbing into a cab, a cab being pulled by a robot dressed like Chancellor Puddinghead.

"Noble!" cried the Doctor, he looked back at the players. They stopped, lowering their brass instruments to him. He needed a way out, and fast. The cashpoint was still open, he pulled the sonic out again and scanned the machine. Bits came flying out of the open slot, ponies rushed to collect them, whooping with joy. The Doctor gave the robots one glance then turned and ran the opposite direction.

* * *

><p>"I promise you mate, I'll give you the rest when we get there," Noble promised as the cab driver pulled her along. "Celestia I'm a mess." She took off her veil, setting it on the seat beside her.<p>

"Hurry up will you?" the driver made no acknowledgement he, or she for that matter, had heard.

* * *

><p>Running full speed, the Doctor raced back to the Tardis and inside. He dashed up to the console and began to work, muttering to himself as he did. A switch here, a lever there, they hadn't done this in a long time, a very long time.<p>

"Sorry old girl," he said, flipping a long and dust covered switch, "but you're going to have to fly."

* * *

><p>"Hey, you missed the turn in," Noble chirped as the driver passed the street they were supposed to turn down. "I said Hoofdon Hall, you missed the turn, we're going the wrong way!" Again, the driver just kept running, pulling the carraige with it.<p>

"I'm late for the wedding!" protested Noble. "_My own_ wedding don't you get that?!"

* * *

><p>As the Tardis worked, tracking Noble through the city, the Doctor worked as well. He had to remember which buttons were the flight stabilizers and which actually still worked. He reached into the tool bag and pulled out a ball of string. He tired one end around his hoof, and began wrapping it around various controls. This would keep them in place or activate them.<p>

* * *

><p>"Turn this cab around!" demanded Noble Flame, furious. "Turn this cab around right now! Are you deaf or what?!" She reached out of the front window, something that a pony cab rider is never supposed to do, and grabbed the driver's hat. She pulled it off, and with it went the mask, revealing a metal insect like robot head. Noble jumped back into her seat, "Oh my gosh."<p>

* * *

><p>As they got closer to Noble the controls sparked angrily and the Tardis's hums seemed a little strained. The Doctor pulled a mallet out of the toolbar, giving it a solid whack on the console.<p>

"Behave!" he cried, pressing a few more buttons.

* * *

><p>Noble dashed to the window, trying the handle of the door. She slammed on the window, trying to get the attention of ponies outside.<p>

"Help me!" she screamed, slamming her hooves against the glass, "Please somepony help me!" She stopped when a somewhat new but still familiar sound rang through the air, a whooshing grinding sound. Noble looked out the back window, only to see a blue box spinning out of the sky, "Oh you have _got_ to be kidding me." It bounced off the side of the building and crashed to the ground, only to ricochet back up and hover over the ground towards the cab. The Tardis floated up next to the cab, hovering there. The doors flew open the Doctor was leaning in the doorway, string wrapped around one of his hooves holding the opposite door

"Open the door!" the Doctor cried.

"What?!" cried Noble.

"O-pen, the, door!" he repeated.

"It's locked!" The Doctor pulled out the sonic screwdriver, and with it clenched in his teeth, buzzed it at the cab door. Noble pulled down the window, "Puddinghead's a robot!"

"Noble! You've got to the open the door and fly over here!"

"WHAT? I'm not bleeding flying over there! I'll tear my dress wide open!" The robot glanced back at them, and promptly picked up the pace, running even faster. The Doctor looked back inside the Tardis, he tugged on the string. A bunch of switches moved all over the console, more sparks and bangs as the Tardis sped up, zooming after the carriage. As soon as they pulled up beside it, the Doctor used the sonic again, making the robot freeze at the one speed. He looked back to Noble, "Please Noble, whatever that thing is, it needs you. And whatever it needs you for can't be good, you've got to fly!"

"I'm in my wedding dress!"

"Yes, you look lovely, now come on!" Noble Flame opened the door, letting it swing open. She looked at her dress, "I can't do it!" she protested.

"Yes you can, trust me!"

"Is that what you said to her? Your friend?" The Doctor's expression darkened again. "The one you lost, did she trust you?"

"Yes, she did," he heard himself say. "And she is still very much alive, now, fly!" Noble look again at her dress, spread her wings, and jumped. Yes, she made it into the Tardis, but, a good chunk of the cape of her dress was torn away in the process when it got caught on the doorway. Not so much it looked bad, there was still enough to arrange it and make it look good. Just enough that through the fabric you could see a pink four point star with white sparkles on her flank. (For her sparky personality) The Doctor jumped out of the way as she soared inside, kicking the door shut as he did. The Tardis shot into the sky, flying away from the street.

* * *

><p><em>Fwoosh, fwsshhhhh,<em> the Doctor coughed as he sprayed fire extinguisher foam inside the. Tardis, clouds of smoke puffed out as he did. He had parked the Tardis on top of a tall building that overlooked most of the city, Noble had walked over to the edge and was inspecting the damage on her dress.

"You know, for a space ship she doesn't do all that much flying," the Doctor commented, trotting over to her. "You alright?"

"Doesn't matter," she said dismissively, tracing the tear.

"Did we miss it?" he asked.

"Yeah."

"Still got the honeymoon."

"It's just a holiday now."

"Yeah, sorry."

"It's not your fault," Noble Flame said. The Time-Pony chuckled, "Well, that's a change."

"Too bad you don't have a time machine, or, something, then we could go back and get it right," she said. The Doctor nodded, oh boy, if only she knew, "Yes, well, even if I did, I couldn't go back on somepony's personal time line. Apparently." Noble sighed and trotted over to the edge, sitting down. The Doctor unbuttoned his suit jacket, leaving him in just a button up shirt in the chill December air. He trotted over to her and wrapped it around her shoulders, then sat down next to her.

"Celestia you're thin, this wouldn't fit a foal," Noble commented.

"Oh, and, you better put this on," he pulled a gold pegasus wedding band, the ones that go around the base of the wing, and offered it to her.

"Oh do you have to rub it in?"

"Those things can trace you, this is a bio damper, should keep you hidden," the Doctor explained. Noble Flame sighed and offered her wing so he could slip it on. "With this band, I thee bio damp," the Doctor said as he slipped it on, popping the P.

"For better or for worse," Nobles said, tucking her wing back under the jacket. They stared out at the city, where pegasus were already working clearing the few clouds in the sky.

"So, come on then, robot founders, what's all that about?" asked Noble.

"Ah, you're basic robo scavengers, the whole costume gig is just a disguise," the Doctor explained. "I met them last Hearth's Warming."

"Why? What happened then?" He looked at her, "Great big spaceship? Hovering over Hoofdon? You didn't notice?" Noble shrugged, "I had a bit of a head cold." The Doctor looked out over the city, spotting a building he recognized.

"I spent Hearth's warming just over there," he said, pointing, "with my friend and her family. Well, she had this family, and, well, gone now."

"You're friend, who was she?" The Doctor sighed, "The real question is, what do robot mercenaries want with you? And how'd you get in the Tardis? I don't know, what's your job?" He reached into a pocket in his suit jacket, pulling out the sonic.

"I'm a secretary," she replied simply. The Doctor activated his screwdriver, slowly scanning Noble from her hooves to head.

"It's weird," he muttered. "I'm mean you're not special, you're not connected, you're not clever, you're not important-"

"This friend of yours, just before she left did she punch you in the face?" snapped Noble as the sonic reached her eyes. She pushed it away, "_Stop_ bleeping me!"

"What kind of secretary?" asked the Time-Pony.

"I work at Golden Keylock," she replied, "That's where I met Lancelot. I was only trying it out, I'd spent the last two years organizing for the Hoofdon weather team. It was really pretty posh, all suits, fancy dresses, and unicorns. And I thought, 'Oh I am never gonna fit in here.' And then one day, he made me a coffee. I mean, _nopony_ does that, _nopony_ gets a coffee for the new mare! And, turns out he thought everypony there was really snotty too. That's how it started, one cup of coffee."

"When was this?" asked the Doctor.

"Six months."

"Bit quick to get married yeah?"

"Well, he insisted," Noble lied, very nonchalant. Really, she had asked him, receiving a very shocked look on Lancelot's face. "And he nagged and nagged and nagged, and, he just wore me down. I finally gave in." Reverse the roles and you've got something a bit more accurate to what really happened. Of course, the Doctor didn't know this, so he just went with it.

"What does Golden Keyblade do?"

"It's Golden Keylock, and they make your basic lock systems, key pads, stuff like that. If you ask me it's a posh name for locksmith," Noble Flame said sarcastically. It seemed, as of this point in time, that she could not go a few sentences without being sarcastic.

"Keys," the Doctor muttered.

"Anyways, enough of my back story, time to face the consequences," she continued. "Oh this is going to be so shaming, you can do the explaining moon pony."

"Um, yeah, I'm not from the moon," the Doctor corrected, standing up. He offered her a hoof and pulled her up, taking his suit jacket back as he did.

"I had this big reception plan and everything, of everypony's going to be so upset."

* * *

><p>Hoofdon Hall had quickly transformed from a chaotic wedding to a blast your ears out party. Everypony was having a great time when they finally arrived, having to hunt down another cab to take them as the Tardis healed. Noble and the Doctor stood there in the doorway, her mouth was open in shock. Slowly, as the others began to take notice she was there, the party slowed to a stop. All eyes were on them.<p>

"You had, the reception, _without_ me?"

"Noble!" cried a voice, Silver Flame pushed through the crowd towards her daughter, "where've you been?"

"You had, the reception, _without_ me?" Noble repeated.

"Hello!" the Doctor chirped from behind her, waving.

"They had, the reception, _without_ me," she repeated again.

"Yes, I gathered that."

"Well it was all paid for," replied somepony, one of those voices that are just annoying.

"Thank you Fairy Cake!" Noble said sarcastically.

"Well what were we supposed to do?" asked her mother. "Why didn't you call? Pans how'd you do it? Who helped you cos I'd really like a word with them!"

"Where did you go?" asked Lancelot, stepping towards his bride with a concerned look. Then, everypony started talking to her at once. Noble covered her ears as they bombarded her with questions. Then, she started crying. They all shut up at once, there was a collective "Aww," from the party. Lancelot stepped forward and hugged her, gaining an applause from everypony else. Noble glanced at the Doctor, giving him a sly wink before fake crying again.

* * *

><p>Less than ten minutes later, after a session of question and answer, the music was playing again. <em>"I have wandered, I have travelled,<em>" the Doctor heard, half listening by the food table. He looked around the room, an adolescent colt was working on a laptop at the table nearby. He trotted up to the colt and asked if he could use it for a minute. The colt nodded and went to the dance floor.

_"Oh my oh my, my precious mare, what is a colt to do?_" He typed in "Golden Keylock" and as it loaded slipped on his black specs. A few hundred results as it completed. He looked around, ensuring that nopony was watching and pulled out the sonic screwdriver, he buzzed it over the hard drive until a single message popped up on the screen. It said, that Golden Keylock was completely bought out by the Torchwood institute, a name that now bore an underscored title of murderers.

"_Cos my body's tired of rambling and my heart don't wish to roam,_" slowly, the Doctor closed the laptop, but stayed sitting there. His eyes wandered up tot he dance floor as he thought.

"_Well you took me in, you stole my heart, I cannot roam no more!_" they landed on a mare with stripey mane dancing with a blue pegasus.

"_Cos love it stays within you, it don't wash up on a shore_." Memories of dancing in the Tardis began to resurface as he watched them dance, the music didn't help. "_A fighting colt can forget each wound, each scratch each cut each bruise, but a fightin' colt cannot forget, the pain love puts you through._" The Doctor tore his eyes away from the dance floor, standing up and walking away from the laptop, he should leave, right now. But he couldn't, he needed to find out why she'd appeared in the Tardis. As he walked away, he began actually searching the room for anything that might be helpful. There! By the tree, a stallion holding a video camera!

* * *

><p>"I taped the whole thing, they said I should sell it," he explained, slipping the tape back into the camera. The little screen lit up with a video of he wedding. The Doctor, still wearing his specs, watched with interest as Noble began to glow.<p>

"Wait, play it again?" He rewound the video, the Dpctor leaned in, getting a good look. "But that looks like, like Huon particles!"

"Huon what?"

"That's impossible," the Doctor continued, pulling off his glasses and pocketing them.

"It's ancient, they haven't existed for billions of years. So old that," his eyes went to Noble Flame, who's gold wing band flashed in the dance lights, "it can't be hidden by a bio-damper!" Oh no, this is bad. The Doctor turned and ran towards the front of the hall but only to skid to a stop and start running back when he saw a pair of disguised robots walking towards the doors, with their brass instruments. He galloped towards the back exit, two more.

"Noble!" he cried, running into the dance floor, "they've found you!"

"What?!" she snapped, breaking away from the party and dashing towards the windows with him.

"But you said I was safe!" she protested.

"The bio damper doesn't work. We've got to get everypony out, window?"

"Oh Celestia, it's all family!" They pulled back the curtains, only to see another two robots, and one was sitting down, a remote control in its hooves. The Doctor looked back into the hall, where three large Hearth's Warming Trees stood.

"The trees," he muttered.

"What about them?" asked Noble, worried.

"They kill, everypony away from the trees!" They ran towards the party, pushing foals and ponies alike away from the trees, "Stay away from the trees!"

"For Celestia's sake, the stallion's mad!" cried Silver Flame. "What harm's a, oh!" The Doctor and Noble turned around and looked at the trees where the little red baubles went spinning into the air. Ponies around them began asking who was doing it, but there was no magic aura. And it definitely was not a pony controlling them, because minutes later, the beautiful decorations began soaring at ponies. When they landed, most on the ground, each one exploded.

Everypony scattered, hiding behind tables and chairs as more and more of the balls crashed and exploded. One blast sent a pony flying into the wedding cake, him, and it, flew off the table. Noble Flame dashed behind one of the tables, pulling Lancelot with her. Amid the chaos, the Doctor hid behind the DJ set up. When the explosions stopped, he slowly looked over the edge, only to see six festive robot mercenaries standing across the room in a line. One had the remote sitting at its hooves, the others had their brass weapons ready. The Time-Pony stood, discretely pulling out the sonic screwdriver.

"Oi! Founders!" he called to them, "When you confront a stallion with a sonic screwdriver," and then he spoke into the microphone stand, "_Don't let him near the sound system_." And in a flash of motion, the Doctor inserted his sonic screwdriver into a port in the machine and activated. A high pitched blast rang through the room, the trapped ponies covered their ears in pain, the robots began to shake. The Doctor simply watched, the sounds both bothering him, nor the vibrations cause by the intense volume of the sound. Instead, he turned it up, it became a screaming buzzing sort of sound, the robots began to shake even faster. _Bam!_ One of them exploded, the others followed suit. Until six robot versions of the Founders with their heads blown off collapsed to the ground. The sound cut out immediately, followed by a unanimous grown.

The Doctor quickly pocketed his device, galloped around the DJ station and dropped to his knees on the dance floor. He slid over to the robots, stopping right by one of them who's head had just popped off. All around him, ponies were helping each other out of the rubble.

"Look at that," he mutter, picking up the remote in his hooves, he looked back behind him where Noble was trotting towards him, "a remote control for the ornaments. But, there's a second one for the robots, they're not scavengers anymore, I think somepony's taken possession." He pocketed the remote and picked up the head, now maskless and hatless.

"Never mind that, you're a doctor," Noble said, "Ponies are hurt."

"Gotta think of the bigger picture," the Time-Pony replied, pressing an ear to the head. He heard a buzzing sound inside, "There's still a signal!" He grabbed the cord sticking out the side with his mouth, got to his hooves, and raced outside. Noble started to follow when she heard her mother, "Noble, who is he? Who is that pony?" She looked back at her, and the scared ponies following, and left without a word.

She found the Doctor outside, struggling to multi-task with scanning the head, holding it, and staying upright on his back legs. It looked rather silly, he had the sonic screwdriver buzzing in his mouth and both front hooves wrapped around the head.

"Dere's shompony behin' dis, directin' da robofrms," he said through the screwdriver.

"But why is it me?" asked Noble Flame, coming up behind him.

"If we fin' da controlla' den we'll fin' dat out. Oh!" he dropped back onto all fours, setting the head down. The sonic screwdriver buzzed more rapidly as it was raised towards the sky, "It's up dere, shomethin' in da sky."

* * *

><p>"Clever clever colt, hiss, eat you up all snicker snack traveling pony. He shall come to me, hiss, and the beautiful bride shall follow. Such secrets to unlock, I shall descend this night. Hiss! I shall descend upon this 'Gaia' and shine! On Hearth's Warm night!"<p>

* * *

><p>The sonic stopped buzzing, when it did, the Doctor pocketed it again.<p>

"Lost the signal," he muttered. "Noble, we've got to get to your office, Golden Keylock, i think that's where it all started." She nodded, the Doctor nodded as well, then turned around to where a confused Lancelot was walking towards them. "Lancelot! Is it Lancelot?" the confused groom nodded. "Right, I need somepony with all access and somepony who knows the way, think you can help?"

* * *

><p>After a frantic three block dash, or fly in Noble and Lancelot's case, the trio arrived at Golden Keylock's massive facility. Lancelot unlocked the doors and let them in, Noble Flame led the way to the offices.<p>

"You lot may just be locksmiths but Golden Keylock was bought up thirty six years ago by the Torchwood institute," the Doctor explained going to a computer.

"Who are they then?" asked Noble.

"They were behind the Battle of Canterlot," he replied, looking up at her. Noble Flame just stared at him. "Cyberpony invasion?" Now she looked confused, "Skies of Canterlot full of Daleks?"

"I was in Prance," she replied nonchalantly.

"They had Cyberponies there to," the Doctor said slowly.

"Catacomb tour," Noble said, as if that explained everything.

"That big picture Noble, you keep missing it." He turned back to the computer, "Now, Torchwood was destroyed but Keylock stayed in business, I think somepony stepped in and took over."

"But what's that got to do with me?" He looked up at her, then got back to his hooves.

"Some how, you've been dosed with Huon particles," the Time-Pony explained. "And that's a problem since Huon energy hasn't existed since the Dark Times. The only place you'd find a Huon particle now is a remnant in the heart of the Tardis. See? That's what happened to you! Say, this is the Tardis," he picked up a mug, letting it rest upright in one hoof, "and this is you." He also picked up a pencil, letting it rest in the other hoof.

"The two sets of particles magnetized," he shook both objects gently, "then whap!" He dropped the pencil inside the mug, "Pulled you inside."

"I'm a pencil in a mug?" asked Noble. The Doctor smirked, "yes you are. Number two, just about sums you up. Lancelot? What was Keylock working on? Anything secret? Keep out, Authorised personnel only kind of thing?"

"I don't know," the confused groom replied, "I was in charge of employees! Not project manager, why am I even explaining myself?! What are you talking about?"

"You make keys, that's the point," the Doctor replied nonchalantly. "And look, were on the third floor. Underneath reception, there's a basement right?"

* * *

><p>The metal elevator doors slid open in front of them, "Then how come in the lift, there's a button marked 'lower basement'?" asked the Doctor stepping inside and displaying the small silver lock to the others, "there's a whole mother floor that doesn't exist on the official plans. What's down there then?"<p>

"Are you telling me there's a whole secret floor down there?" asked Lancelot incredulously.

"No, I'm showing you," the Doctor replied simply.

"It needs a key," Noble Flame added.

"I don't." Quicker than a flash, he pulled out the sonic screwdriver, buzzed the lock, and heard it click. "Right then you two, I can handle it from here."

"No chance moon colt, you're the one who keeps saving my life, I'm not letting you out of my sight," Noble Sadi stubbornly, trotting into the elevator.

"Going down," the Doctor said.

"Lancelot?"

"M-maybe I should go get the police!"

"Inside, now!" Lancelot sighed wearily, but stepped inside next to his almost wife. The Doctor looked sideways at him, "To honor and obey?"

"Tell me about it."

"OI!" The elevator doors closed and the lift began to move down. Seven awkward minutes later, the glass doors reopened in a dark dimly lit tinted green hallway. The air was damp and the walls seemed to be covered with condensation.

"Where are we?" asked Noble, trotting out of the elevator. "What goes on down here?" The Doctor looked around them, "Let's find out."

"D'you think mister Keylock knows about this place?" she continued.

"The mysterious Golden Keylock? I think he's part of it," the Doctor replied. Then he spotted something, "Oh look. Transport."

It was the oddest mode of transport the Doctor had seen in 1002, truly. He'd seen, and ridden, scooters, trains, zeppelins, boats, but never something like this. It had two very large rubber wheels with a metal platform over the axle, and a tall set of handle bars in front of them. It took Noble and Lancelot a moment to figure out how to ride them, the Doctor figured it out instantly. You had to stand on your back hooves on the little metal platform with your front hooves on the handle bars. When you wanted it to move forward, just lean on the handle bars and a little magic/machine motor underneath would start, pushing it forwards.

When they had finally gotten the hang of it, the trio sped off down the hallway. Noble thought it was the most ridiculous thing ever, and she was struggling to keep a straight face. When she glanced over at the Doctor, the laughter burst out of her like a popping balloon. He was riding this thing with a straight and very serious face, and it was utterly ridiculous! As soon as Noble started laughing, so did the Doctor, his face breaking into a massive smile. Lancelot just looked confused as they giggled like little fillies all the way down the corridor.

The convoy finally stopped when a metal door with a wheel on the front appeared to their right. Three segways screeched to a stop and the ponies riding them hopped off. Noble and the Doctor were still snickering. The Doctor stepped forwards and began turning the wheel to unlock the bulkhead, he pulled the door open revealing a ladder.

"Stay here," he ordered, "just need to get my bearings."

"You'd better come back," snapped Noble, the Doctor smirked at her. "Couldn't get rid of you if I tried." He turned and started to climb up the ladder, Noble and Lancelot watching. When the Doctor seemed far enough out of earshot, Lancelot turned to his wife, "Noble, have you thought about this? Like really thought about this? I mean, this is serious! What the hell are we going to do?!" Nobel glanced at him, "Oh, I thought July."

* * *

><p>As the Doctor finally reached the top of the ladder, there was another bulkhead with a turn door knob. This was going to be a problem. Using both his front hooves, and praying he wasn't going to fall, the Doctor began to open the hatch. The lock clicked and it opened slightly, the Doctor grabbed the ladder with one hoof and pushed it open with the other.<p>

Through the opening he could see blue skies and hear birds crying. He pulled himself out of the opening and onto the, ground. It was concrete, definitely, and as he looked around him, all there was to see was water. The Doctor was standing on top of the only thing preventing the Thames from flooding Prance down river, "Thames flood barrier!"

Noble and Lancelot looked shocked, "Right on top of us," the Time-Pony said confidently.

"Wait, you mean, there's a secret base under a major Hoofdon landmark?" Noble Flame asked incredulously.

"I know unheard of," he replied, with only a note of sarcasm. They hopped on the segways and kept on going down the corridor until they reached another door. This one had the Torchwood logo on it in black and seemed to be made of a thick plastic. It was unlocked, so the Doctor pushed it open and walked right in. Inside looked like a laboratory, for bubbles.

Large tubes of glass that reached up to the ceiling, or partway there in any case. Each big tube had two smaller ones beside, bubbling even more fiercely than the large ones. At the bad there was a metalic machine thing, the source of the bubbles, and likely collected of whatever was in the water.

"Oo, look at this," the Doctor hopped over to one of the tubes, looking at it up and down, "Stunning."

"What does it do?" asked Noble, she and Lancelot looking around.

"Particle extrusion," he replied nonchalantly. "No! Wait hold on," he looked at the tube sideways, "brilliant. They've been manufacturing Huon particles. Course, my uh, people, got rid of them all, unraveled the atomic structure."

"Your, people?" said Lancelot, confused. "Who are they? What company to you represent?"

"Oh I'm a freelancer," the Doctor replied, slowly walking around the machine, "but this lot are rebuilding them. They've been using the river! Extruding them through a flat hydrogen base until they get the end result." He pulled a little glass capsule with a tiny gold nob out of the machine, and held it out for Noble to see. "Huon particles in liquid form."

"Is that what's inside me?" asked Noble, looking at the liquid, it looked like water. But, slowly, the Doctor twisted the little golden dial on one side of the tube, causing the pegasus in front of him to light up with gold light.

"Oh whoa!" Noble gasped. It didn't hurt this time, not like it had when she'd been pulled inside the Tardis. The Doctor deactivated it, smiling, "Brilliant. Because these particles are inert, they need something living to catalyst, HA!" He jumped back, almost dropping the vial, he stuffed it in a pocket just in case.

"That's it the wedding! Yes! Best day of your life, walking down the aisle, your body's a battle ground!" the Time-Pony cried, his eyes glittering excitedly. "A chemical war inside! Adrenaline, acetylcholine, wham! Go the endorphins! Oh you're cooking! Not literally, but when those particles reach boiling point-" _Whap!_ He staggered back, holding his cheek, "What'd I do this time?" Second time that day he'd been slapped, this was starting to become a habit he didn't like.

"Are you enjoying this?!" demanded Noble. The Doctor looked slightly ashamed, massaging his cheek gently. "Alright, just tell me. These particles, are they dangerous? Am I safe?"

"Yes, you are."

"Doctor, if you're lot got rid of them, why did they do that?" The Doctor hesitated, he took a deep breath and sighed, "Because they were dangerous." Noble gasped, eyes widening in fear. "But don't worry, whatever's been done to you I'll reverse it," the Doctor assured her, putting a hoof on her shoulder, "I am not about to lose somepony else."

"_Oh she is long since lost!_" hissed a voice, slightly slurred by a rasping lisp, over some sort of intercom. There was a grinding sound, the ponies looked towards the source of the sound as the large metal wall beside them began to retract into the ceiling. It revealed another, much larger room. A raised metal platform across the room, matel grated platforms high along the walls where black robed figures stood, and a massive tiered hole in the center of the room.

"_I have waited, (a sorting of hissing inhaling sound) so long, (that sound again) hibernating at the edge of the universe. Until the secret heart was, hiss, unlocked and called to waken!" _Suddenly, all the black robed figures turned to face them, armed with crossbows. There was a sound behind the Doctor and Noble as Lancelot fled the laboratory, seemingly with fear. The Doctor, however, stepped towards the massive crater in the floor, "Well, somepony's been digging. Very Torchwood. Drilled by magic, cut more like. How far down does it go?"

"_Down, and down, and down to the center of the planet._"

"Really?" asked the Doctor, "What for?" Noble Flame gasped and suddenly she stepped forward, "Magic."

"What?"

"I read it in a book, at the center of Gaia there's a core of pure magic." He just stared at her. "Trying to help!"

"That's not helping," the Time-Pony replied bluntly. He turned back to the unseen speaker, looking around the chamber, "_Such, hiss, a sweet couple._"

"Only a mad pony talks to thin air," the Doctor called out, "and trust me, you don't want to make _me_ mad." There was definitely some hostility in his voice now. "Where are you?"

"_Floating, floating, hiss, so high, on this glorious night."_

"I didn't come all this way to talk on the intercom!" he called out to it. "Come _on! _Let's have a look at you!"

"_Who are you, little pony, with such command?"_

"I'm the Doctor!" he countered.

"_Prepare your strongest remedies little doctor-pony, for you will be sick, hiss! At heart!_" There was a bright flash of light on the podium across the pit and, there she was. It might've been a she, Noble couldn't tell. But here's what she could tell: eight legs, three sets of two on a massive red abdomen and two more black red claw things where the arms, or forehooves should've been; two big black eyes, and six more smaller black ones on spikes on the crest of her head looking sort of like a natural crown; a very very short snout, even by female pony standards, just two holes in a flat red face; sharp white teeth, it was spider after all, inside a pair of thick mandibles on her jaw; and, she was a spider pony the size of a medium adolescent dragon. The normal sized pegasus had her jaw on the floor and the little taller than average Time-Pony had paled drastically as he saw the thing behind it all.

"Racnoss," he muttered. "But, that's impossible, you're one of the Racnoss!"

"Empress! Of the Racnoss," she hissed proudly.

"But if you're the Empress, where're the rest? Or," he looked at her queerly, "are you the last one?"

"Such, hiss, a sharp mind."

"That's it, the last of your kind," the Doctor muttered. He turned to Noble, "The Racnoss come from the Dark Times, they were carnivores, omnivores, devouredt whole _planets_."

"Racnoss are born starving," the Empress snapped, "is it our fault?"

"They eat ponies?" asked Noble, utterly shocked. The Doctor glanced up at the ceiling, "Um, Mr. Keylock, did he wear a sort of, big gold watch on a chain?"

"Yeah, why?" He gestured up at the ceiling, where a giant web was woven; and stuck in web, dangling from a body inside it, was a large gold fob watch on a chain. Noble did a double take and gagged, "Oh Celestia!"

"My holiday feast," the Empress hissed, clicking mandibles together hungrily.

"You shouldn't even exist!" the Doctor protested. "Way back in history, the fledgling empires went to war against the Racnoss, wiped them out!"

"Except for me," the spider hissed. Noble's attention was pulled away from the Empress, as she saw Lancelot sneaking up behind with an emergency axe, he made a shushing gesture and kept walking towards the Empress.

"But that's what I've got inside me, this Huon energy stuff," Noble said, loudly, trying to draw her attention. "Oi! Look at me lady! I'm talking! Where do I fit into all this eh? How come I got picked to filled up with golden particles? Look at me you! Look me in the eye and tell me."

"Hiss, the bride is so feisty." Lancelot was almost on top of her.

"_Yes_, I am," Noble continued, "and I don't know what you are you big, thing, but a spiders still just a spider, and an _axe, _is an axe! Now do it!" Lancelot reared up, swinging the axe, the Empress hissed in surprise, then he stopped. He looked over at Noble Flame, and started laughing. He dropped the axe, laughing even harder, the Empress joined him, a weird hissing laugh.

"You're face!" Lancelot said jokingly, pointing at the Empress, "that was a good one."

"Lance is funny," the Empress said with an ugly smile. Noble just stared at them, "What?"

"I'm so sorry," the Doctor said, putting a hoof on her shoulder.

"Sorry for what? Lancelot don't be stupid, get her!" Lance stopped laughing, we're not going to call him Lancelot anymore, that's a proud and honorable name, and he isn't.

"Celestia she's thick," he said, disgustedly. "Months I've had to put up with 'er, months! A mare who can't even point to Canterlot on the mountain."

"I, I don't understand," Noble said, quiet for once.

"How did you meet him?" asked the Doctor quietly.

"In the office."

"He made you coffee."

"What?"

"Everyday," Lance said, waving a hoof in the air, "_I_ made you _coffee_."

"You had to be dosed with Huon particles," the Doctor continued, "over six months."

"He was poisoning me?" she asked, stunned.

"It's all in the job title," the Time-Pony snapped, looking up at the spider and the pegasus, "head of Pony Resources."

"This time, it's personnel," Lance joked, chuckling again.

"But, we were getting married," Noble said, her voice cracking.

"I couldn't risk you running off," her almost husband replied nonchalantly. "I had to say yes. And then I was stuck with you, a mare who thinks the height of excitement is a new horse shoe brand. Oh I've had to sit there and listen to all that yap yap yap." Lance pitched his voice higher, mockingly, "Oh, Rainbow Dash and Applejack! Is Celestia pregnant? Song Star, Big Chance, split ends, call me, call me, call me, the never ending fountain of _stupid fat trivia._ I deserve a medal." (I am sorry RD, sorry AJ, sorry Celestia.)

"Is that what she's promised you?" asked the Doctor. "The empress of the Racnoss? What are you, her consort?"

"Better than a night with her," Lance replied snarkily.

"But, but I loved you," Noble protested weakly.

"That's what made it easy," he said, changing from sass to mock sympathy. "It's like you said Doctor, the big picture. What's the point of us ponies if we're so tiny? That's what the Emoress can give me. A chance to, go out there, see it all. See the _size_ of it. I think you understand that, don't you Doctor."

"Who is, hiss, this little medical pony?" asked the Emprress.

"Noble said 'moon pony'," Lance explained.

"Oh, well I'm sort of homeless," the Doctor said nonchalantly. "But the point is, the Racnoss are extinct! What's going to help you all the way down there? It's just the molten core of the earth isn't it?"

"I think he wants us to talk," Lance said.

"I think so," the Empress hissed.

"Well tough! We only need Noble." Said mare stepped in front of the Doctor, "No! Don't hurt him!"

"Noble," the Doctor said, trying to get her to move.

"No! I won't let them!"

"At arms!" cried the Empress, the robed robots turning their bows.

"Now, hold on," the Time-Pony tried.

"Take, aim!"

"I just want to point out the obvious-"

"They won't miss the bride, they are such good hiss shots," the spider almost purred.

"Just, just, just hold on a moment!" the Doctor protested. "Hold on just a tick, just a tiny, little tick. Remember, when the particles activated the pulled Noble inside my ship so," he pulled out the vial of liquid Huon particles, "reverse it." He twisted the little gold dial, making it and Noble Flame glow, "Bring the spaceship to her."

"Fire!" screamed the Empress. But as the arrows whistled towards them, a wind picked up, and the Tardis formed around them in a swirl of smoke. As soon as it had fully formed, the Doctor deactivated the particles, "Off we go!" he cried.

* * *

><p>"No! No! My key!" screamed the Empress, gnashing her mandibles angrily as the blue box vanished. She hissed angrily, "Of one key is lost, hiss, another must be cut." She turned all eight of her eyes to Lance, who had paled in fear. The spider smiled, "At arms!"<p>

* * *

><p>"You know what I said before about time machines? Well, I lied," the Doctor said, a bit absentmindedly as he worked the Tardis controls. "Now we're going to use it, we need to find out what the Empress of the Racnoss wants at the center of Gaia. If something's been buried there, it must've been there since the beginning. That's brilliant! Motto bene! I've always wanted to see this!" He kept rambling, not noticing his other passenger was crying.<p>

Noble was lying on the ground, head in her hooves, wings spread out limp on either side, visibly crying. When he did notice, the Doctor stopped talking. How could he be so inconsiderate? Noble Flame had just lost her husband to a giant spider, well, almost. But he knew exactly how that felt, all too well actually. How long had it been, really, since he said that last goodbye?

No matter now, they'd landed. "We've arrived, you want to see?"

"I suppose," Noble said weakly. The Doctor checked the scanner screen, "Oh, the scanners a bit small, maybe your ways better." He trotted over to the door, putting his hooves on the handles, he glanced back at Noble, "Come on. No Pony's ever seen this before, you'll be the first." She sighed, getting to her hooves and joined him at the door.

"All I want is my bed," she muttered. The Time-Pony pulled them open, revealing something beautiful. Outside were swirling clouds of pink and orange gases, mixed in were asteroids and meteors and rocks of all sorts. She just stared, "Noble Flame, welcome to the creation of Gaia." When she didn't reply, he continued. "We've gone back four billion years, there's no solar system, not yet. That, over there, is the sun, just starting to burn," he pointed out into space, where a small orb of golden light was shining in the distance.

"Where's Gaia?" asked Noble, looking around.

"All around us in the dust," the Doctor explained.

"That puts the wedding in perspective," she mumbled, "Lancelot was right. We're tiny."

"No, but that's just it, it's what you do," the Time-Pony insisted. "Make sense out of chaos, I mean, come on, a timid pegasus beat the chaos _god_ with _friendship_. You're all brilliant the lot of you, marking it out with weddings and holidays and, calendars! The whole process is beautiful, but only if it's being observed."

"So, I came out of, all this?" asked Noble, waving a hoof out at the dust.

"Yeah, isn't it brilliant?" She smiled, a large rock floated past the Tardis, "I think that's one of the Gallopagos islands." They both chuckled at the joke.

"But soon gravity takes over," the Doctor explained. "Say, one rock bigger than the others floats by, it starts pulling in all the little rocks, and then the gases and elements, all piling in until you get,"

"Gaia," finished the bride. There was whooshing sound outside, something was coming through the clouds. A ship, a web, a star, a ship made of webs that looked like a three dimensional star, sailing towards them. "Oh," the Doctor breathed, "The Racnoss." He turned and dashed back inside the Tardis, toward the controls, "Hold on, the Racnoss are probably hiding from the war. What's it doing?"

"Exactly as you said!" Noble called. And she was right, the ship had glowed for a moment, then hundreds of rocks and gases came flying in, surrounding it, packing tighter ans tighter. The Doctor galloped back over, his eyes widened in surprise. "They didn't just bury something in the center of Gaia, they became the center!"

* * *

><p>Back in the future, two if the roboforms were holding Lance down, a third was dumping water on his head. Not water per say, but Huon particles. He was struggling, trying not to drink them, the Emprss did not call off her robots.<p>

"Now I have measured the, hiss, brides catalyst, I can force feed it! Drink the particles, become the key!" The bucket was empty now, no more inside. Lance began to glow gold as the particles inside him activated. "My wonderful key, bind him!"

* * *

><p>There was a <em>bang! <em>Inside the Tardis, the console blew off sparks.

"What's that?" asked Noble.

"Trouble," the Doctor replied, slamming the doors shut. They dashed back over to the console, "What the hell's it doing?" demanded Noble Flame.

"Remember that trick of particles pulling particles?" asked the Doctor, working the controls as the Tardis began to rock wildly. "Well it works in reverse, they're pulling us back!"

"Can't you stop it? Hasn't it got a hoofbreak? Or, could you reverse the warp drive or something?"

"Backseat driver," the Time-Pony muttered. "Wait! The Extrapolator!" He reached under the console, pulling out a mini surfboard like thing with flashing lights wired in the controls, "Won't stop it but should give us a good bump!"

* * *

><p>"The bride shall rejoin her groom, hiss, and what a wedding there shall be!" cried the Empress, lacing the last web strings around Lance as he was raised towards the web on the roof. The Tardis was starting to materialize across the pit, the Empress hissed gleefully.<p>

* * *

><p>"Now!" cried the Doctor, bringing a mallet down hard on the Extrapolator. It lit bright and buzzed, the Tardis vanished again, reappearing the the Torchwood tunnel a ways away.<p>

"We're not out of the woods yet," he said as they galloped back out, "Only landed two hundred yards to the left, not far at all."

"But what're we supposed to do now?" asked Noble, galloping out of the Tardis after him.

"I don't know, I'm making it up as we go, but trust me I've got a history," the Doctor said in a rush galloping up to a door.

"But I still don't understand, why am I all full of particles?" He glanced at her, pulling a stethoscope from his pocket, "There's a Racnoss web at the center of the planet, but my people unraveled there energy source, they got stuck." He put on the medical device and pressed he little disc to the door, listening, "So they've just been hibernating for billions of years, until you come along! Brand new living energy!" As his back was turned, a robot snuck up from behind, grabbed Noble Flame, making sure to keep a hoof over her mouth, and dragged her away. "They need you to wake back up and you have never been so quiet."

The Doctor spun around to see, nothing. He groaned, quickly pocketing the stethoscope and pulling out the sonic. He buzzed it on the door, the lock groaned and unlocked. With both hooves, he heaved the door open, only to be met with a robot and a crossbow.

* * *

><p>Noble glared at her almost husband, "I hate you."<p>

"I think we've gone a bit beyond that now sweetheart," Lance replied. Both of them were wrapped in the web, hanging by sticky threads over a pit to the center of the planet. Below, the Empress was cackling, "My golden couple! Hiss, united at last in your awful wedded life! Do you want to be released?"

"Yes!" both ponies cried angrily.

"You're supposed to say, 'I do'!"

"Not a chance," snapped Lance.

"Say it!" roared the Empress. Lance and Noble looked at each other, both equally angry.

"I do," Noble said begrudgingly.

"I do," Lamce repeated stiffly.

"I, don't," the Racnoss replied, laughing again like it was some sort of game. "Activate the particles! Purge every last one!" Her prisoners began to glow gold again, to Noble it felt the same as when she was dragged into the Tardis! Hot, almost burning. "And release!"

_Zap!_ The particles flew out of them in a wave, gold streaks flying down into the pit. When they went out of sight, something in the hole flashed a bright white. Shrieks and hisses could be faintly heard from within, the Racnoss had awoken.

"The heart unlocks!" the Empress crowed, "and they will, his, waken from the Sleep of Ages!"

"Who will? What's down there?" asked Noble Flame, panicking.

"How thick _are_ you?" asked Lance.

"My children," the Empress hissed, "the long lost Racnoss, now reborn to feast on flesh. The web star will come to me. But, hiss, my babies will be hungry. They need sustanence, perish the web!" The webs bit holding Lance in began to snap, "No no no! Please! Use her not me! Not me!"

"Oh my funny little Lancelot, hiss, but you were quite rude to your lady friend, the Empress, hiss, does not approve!" The web snapped, Lance went falling towards the hole. He tried to open his wings and fly out, but they were stuck down with string and he only fell. Noble watched, disgusted and terrified.

* * *

><p>Outside, over Hoofdon as Hearth's Warming Eve night went on with shoppers and partygoers, a massive star made of web descended from the sky. Many ponies stopped what they were doing and stared at it. Somepony cried, "It's Hearth's Warming! This might be a star of friendship!" Other began to cheer, clapping their hooves at the marvelous display.<p>

Until beams of electricity came shooting out of the points into the city. They destroyed anything in their path, and ponies began to panic because of it. No pony tried to stop it, Pegasi were flying away in all directions, not daring to stop it.

* * *

><p>"Purge the planet!" ordered the Empress. "Reduce them all to meat! Hiss, my children are climbing towards the surface and nothing will stop them!" She spun round, looking at a robot that had been climbing the stairwell behind. "So you might as well unmask my little doctor pony." The Doctor lifted up his robot mask to look at the Empress, "Oh well, nice try."<p>

He threw off the mask and cloak, whipping out the sonic screwdriver. He raised it towards the web, "I've got you Noble!" The threads of her own bit of web began to come loose, except for one rope like strand wrapped around her hooves.

"But I'll fall!" she cried, "I can't fly!"

"You're going to swing!" The Doctor cried back as the last bit of web came loose. Noble screamed as she began to fall towards the pit, but the web strand caught her, swinging her towards the Doctor. But it missed, the thread was too long. It missed the stair landing he was on and crashed her on the bottom level. She landed hard on her back with a clang, the Doctor looked down at her, "Oh, sorry." She glared up at him, "Thanks, for _nothing_ Spacecolt."

"This doctor pony amuses me," the Racnoss Empress hissed.

"Empress of the Racnoss, I give you one last chance," he said, voice turning serious. "I can find you a planet, a place in the universe where you can co-exist. Take that offer and end this now." She merely laughed, "These stallions are so funny."

"What say you?" asked the Time-Pony.

"Oh, I'm afraid I have to decline," the Empress said with a hiss.

"Then what happens next is your own doing."

"Hiss! I'll show you what happens next!" cried the Racnoss. "At arms!" The robots turned their crossbows towards the Doctor, "Take aim! And-"

"Relax," the Doctor said cooly. The robots slumped, dropping their weapons.

"What did you do?" called Noble.

"Guess what I've got Noble Flame," the Doctor said, pulling a controller out of suit pocket, "I've got pockets."

"How'd that fit in there?" she asked, astonished.

"Oh, they're bigger on the inside," he said nonchalantly.

"Roboforms are not necessary," hiss the Empress. "My children can feast on Lunar flesh."

"I'm not from the moon though," the Doctor replied.

"Then, hiss, where?" asked the spider, confused.

"My home planet is far away and long since lost, but it's name lives on," his tone had changed to serious again. "Gallopfrey." The Racnoss Empress roared angrily, thrashing her mandibles and hissing, "They murdered the Racnoss!"

"I warned you," the Doctor said quietly, "you did this." He pulled a red Christmas ornament out of his pocket and tossed it into the air, then another, and another, until nine explosive ornaments were primed to blow.

"No don't! Don't!" cried the Empress desperately. The Doctor didn't listen, with the remote control in his hooves, he flew the red baubles through the facility. Crashing them into the walls where they were closest to the river above. As they exploded floods of water came pouring in, floods of it rushing towards the pit. As more of them exploded, the whole facility began to break. The covered pipes began to bust from the pressure, cracks appeared in the ceiling, water began dripping down all them. Flames began to burst out of the machines, it was utter chaos.

The Empress screamed as water flooded the hole, drowning her children. The Doctor just watched on, maneuvering the bombs almost mechanically. Noble Flame looked up at him, "Doctor!" He looked away from the Empress, down to the soaking wet pegasus on the ground. "You can stop now!" The Doctor seemed to wake up with water dripping into his eyes, he looked up at the Empress who was crying for her fallen children in the flood.

He dropped the controller, it sparked in the puddle forming on the landing, "Come on! Time I got you out of here!" Soaked to the skin, Noble began running up the stair case, the Doctor began running down. Together they heaved a massive metal beam off the stairs, turned, and began climbing towards the surface.

"Transport me!" cried the Empress. She vanished in a flash of blue light.

Up and up the duo climbed, until they reached a ladder. Noble flew up it, the Doctor following.

"But what about the Empress?" asked Noble as they climbed. "Won't she get away?"

"She's used up all her Huon energy, she's defenseless!" the Doctor replied, climbing. Noble undid the hatch on top and climbed out. It was smooth concrete, slick under her wet hooves. The Doctor climbed out beside her, keeping a hoof around her shoulders for balance. They looked out over the city, spotting the giant web ship just across the river from them. A group of unicorn soldiers had gathered underneath it in the city.

"Order from Mister Clockwise, fire at will!" called their commander. Thirty six beams of super hot magic blasted towards the ship, making it burst apart into webby bits that fell onto the city. Noble and the Doctor looked at each other, and started laughing. After all the crazy stuff that had happened, they deserved another laugh.

"Just one problem though," Noble said.

"What's that?" asked the Doctor.

"We drained the Thames." They were standing on a flood barrier in an empty river, where boats were stranded like over turned turtles. Which only made them laugh harder.

* * *

><p>Slowly, the Tardis materialized in front of one of the houses in the neighborhood. The door opened and Noble Flame stepped out, still wet, in a torn wedding dress, looking like she had been through a river rapid. The Doctor stood in the doorway of his ship, smiling.<p>

"There we go, told you she'd be alright," he said, gesturing to his ship. "Can survive anything."

"That's more than I've done," Noble said simply. The Doctor pulled out his sonic, scanning her once more for Huon. "No, all the Huon particles have been removed. No damage, you're fine."

"Yeah, apart from that, I missed my wedding, lost my job, and became a widow all in the same day," she said. "Sort of."

"I couldn't save him."

"He deserved it... No he didn't." Noble looked back at her house, where she could see her mum and dad embracing each other in the living room, probably heart broken. "Better get inside, they'll be worried."

"Best Hearth's Warming gift yet," the Time-Pony remarked, "oh wait, I forgot, you hate it."

"Yes, I do."

"Even if it snows?" He reached inside the Tardis, flipping a switch inside the door. A yellow blast flew into the sky, creating an instant shower of snow. Nobel gasped, then laughed happily, "I can't believe you did that!"

"Oh, basic atmospheric excitation," the Doctor remarked nonchalantly.

"Happy Hearth's Warming," Noble said with a smile.

"And you," he replied. "So, what're you going to do now?"

"Well, not get married for a starter, but I'm not going to temp any more either. I don't know, travel maybe? See some of Griffinalia, maybe visit Zebria, just go out and do something."

"Well, you could..."

"What?"

"You could come with me," the Doctor offered.

"No," Noble replied sadly, "I couldn't."

"Okay."

"I just couldn't."

"No that's fine."

"But everything we did today, do you always live your life like that?"

"Not always."

"I think you do. And I wouldn't be able to."

"But you've seen it out there," the Doctor reminded her. "It's beautiful."

"And it's terrible," Noble countered. "That place was flooding, and they were _dying_, and you just stood there. Like, I don't know, a stranger. And then you made it _snow_! I mean you scare me to death!" The Doctor looked at her, "Right..." She looked back at her house, then at him, "Tell you what though, holiday dinner, come onDoctor."

"I don't do that sort of thing."

"You did it last year. You said so! And might as well, mum always cooks enough for twenty." The Doctor thought about it for a moment, "Alright, better warn them though, and _don't _say I'm from the moon. I just have to, park her properly, she might drift off to the Chaos Ages without me. I'll be right back." He turned and trotted into the Tardis, shutting the door behind. Noble heard the engines start, she gasped. "Doctor! DOCTOR!" It stopped.

"Blimey you can shout," he remarked, opening the doors again.

"Am I ever going to see you again?" Noble asked.

"If I'm lucky."

"Right, just promise me one thing, find somepony."

"I don't need anypony," the Doctor replied.

"Yeah, you do. Because I think sometimes you need somepony to stop you."

"Okay, thanks then Noble Flame. And," he smiled, "Just be magnificent."

"I think I will." He started to go back inside, "Doctor!"

"Oh what now?" the Time-Pony asked.

"You're friend, what was her name?" He hesitated, wondering wether he should reply, and when he did, his voice was fragile.

"Her name was Roseluck." The Doctor smiled sadly and went inside the Tardis. Noble waved as the. Tardis began to dematerialize, then shot into the sky like a real rocket.

_Goodbye Spacecolt, until we meet again,_ Noble thought, turning, and awing towards her house.

_To be continued in, Turner and Gale..._

**Me: so our story begins. Welcome back loyal friends and new readers to season three!**

**Me: this time the cover art was arranged by me but designed by Lissy-Strata. Doctor Who is owned by the BBC, My Little Pony: Friendship is Magic is owned by Hasbro. Let our adventure begin again.**

**10: Allons-y!**


	2. Episode 2, Turner and Gale

Doctor Whooves

_Turner and Gale_

**So the real season begins, allow me introduce our newest companion, Nightengale! Or, her human version, Martha Jones! I have watched this episode so many times I've kind of started to dislike it but, eh, still enjoy it.**

**I chose the name Nightengale for her because, well, she reminds me of a famous nurse named Florence Nightengale. Both of them were quite good so, I thought, why not? **

**Oh, and a note for those who hate Martha, you are hereby forbidden to read my stories. Ever.**

_Poof! Poof! Zap! Puff!_ Nightengale rolled her eyes and picked up the letters that had materialized in her bedroom, them glowing softly in her blue magic. Each one was from a different member of her family, one from her sister, one from her brother, one from her father, and one from her mother. Gale set them inside and continued getting ready for the day, she'd read them on the walk to work.

She brushed her hair, light sky blue with a darker sky blue and a navy streak in it going into her bangs as well as her mane, her tail was identical. Her eyes matched the darker sky blue streak. Her cutie mark was a silver cadecus topped with a red heart, for her natural medical skills and talent with healing magic. She was a unicorn after all. Her "work" was actually an internship at the Hoofdon central hospital where she was studying to be a doctor, or at least a nurse.

Shouldering her purse, and levitating the letters in, Gale set out towards the hospital. Out into the hustle bustle streets of Hoofdon where many pastel colored ponies were also trotting off to work. She pulled out the first letter, from her sister Sparrow, and unrolled it. Sparrow was a unicorn like their mum, so her's was written in pretty looping horn written letters.

_Dear Gale,_

_This is a nightmare! Dad won't listen and mum is going mental because he is insisting on bringing Tinsel to the party. Tell dad he can't bring her to see if that keeps mum from flipping out. Please write back when you've got time, I need some help here._

_Sincerely,_

_Sparrow. _(just FYI, this does not mean she is Sally sparrow, okay? Not, Sally, sparrow.)

Gale smiled a little, it was her brother's birthday that night and the whole family was flipping out. She levitated out the second letter from her brother Hawk and opened it. Her brother had taken after their dad by being a pegasus, his was a bit more messy being hoof writing.

_Dear Gale,_

_If mum and dad start fighting you can tell them I don't even want a party. I didn't even ask for one, they can just give me the money for it and we'll be good. And if you're wondering why you have to tell them, it's because I can't face both of them._

_Sincerely,_

_Hawk._

Nightnegale frowned, the chicken. That should be his name, not Hawk, he couldn't even face his parents. She'd tell them later if they were both ticked off. She pulled out the third letter, her mother Cardinal's.

_Dear Nightengale,_

_I have no problem with your father making a fool of himself in private, but I cannot have him being an idiot in public, the entire family will be put to shame. This is Hawk's twenty first we're talking about, it will be so humiliating. I realize you can't talk him out of liking Tinsel but that doesn't mean you can't try to talk some sense into him._

_Sincerely,_

_Mum. _

Gale rolled her eyes again. She was always the messenger with these things. It was annoying sometimes, but was certainly better than everypony screaming at eachother to get what they want. Tinsel, her dad's marefriend, was always fighting with Cardinal, creating tension on Gale and her siblings to be the mediators.

Add that to the growing list of messages she had to send later. The last letter, her father Eagle's. He was a pegasus like Hawk.

_Dear Gale,_

_You need to tell your mother that because I am paying for half of this part I am entitled to bring who I like alright? And really, what's the matter with Tinsel? _

_Sincerely,_

_Dad_

_P.S. Tinsel says hello._

Gale sighed, tucking the letters into her purse for safe keeping. She looked ahead in the street, and almost ran into the tall brown suited stallion who'd appeared in her path. He was also wearing a long brown over coat, his mane was crazy wild, and he was looking at her weird. She stopped short, looking up at him, he was at least a few inches taller than her.

"Like so," he stated, reaching up and untying the light brown and blue swirled tie he was wearing. He waved it in Gale's face, "See?" Then turned on his hoof and walked away. Nightengale watched him go, made a confused face, then kept walking toward the hospital.

When she arrived, it was pretty busy, as was per usual. As she walked towards the doors, a very strong stallion in full black clothing and helmet shoved past her. He wore this dark clothing all the way over his hooves, no mane or tail in sight, or ears poking out of the helmet.

"Oi! Watch it mate!" Gale snapped. He looked back at her, then turned and walked away. She shrugged it off, probably just some weirdo, no need to be worried. Gale trotted to the student locker area of the hospital.

Using her magic, she did the combination on her padlock and opened the metal door. She levitated in her bag and jacket before pulling her labcoat out and slipping it on. She also pulled out a blue shimmery ribbon and tied up her mane to keep it out of her eyes as she worked. She also grabbed a clipboard of notes she had taken, they'd be necessary during training. When Gale reached to close the door she was met with an electric shock. She jerked her hoof back, the bottom of it stinging from the electric shock.

* * *

><p>The consultant, a unicorn called Dr. Trust was taking the pulse of one of the mares in his ward while the students watched on. The mare, an older pony named Sweet Fig, was describing why she'd come to the hospital. She had frizzy grey white mane and a slightly darker coat.<p>

"I was alright until this morning," she explained. "But I got up and was all dizzy again, it was worse than when I first came in."

"The pulse is slightly thready. Let's see what Hoofdon's finest have to say," Trust said, patting her hoof and setting it down. "Vaccine?" An earth pony mare looked up from her notes in surprise.

"Uh, dizziness could be a sign of some sort of head problem," she said uneasily.

"Unlikely," Trust replied stiffly. "Revival?" Another mare, a friend of Gale's, a unicorn.

"Could recommend a high level magic scan," Revival tried.

"And spend all our magic? No, Nightengale?" She looked up from her papers, thinking for a moment, "Could take blood samples and test them for disease."

"Or, we could ask the patient," the consultant said. "Miss Fig, what did you have for dinner last night?"

"Salad," the old mare replied.

"And the night before?"

"Salad again."

"Salad every night for the last week against my strict instructions," he said, looking up at the students. "It's a salt deficiency, plain and simple salt." And that concluded that. Trust lead his students out of the ward towards another. As they passed through the waiting room, Gale noticed the black clad pony again, with another just like him. She watched them uneasily as they entered another ward. Trust led them to a bed near the back, he levitated the curtains back, "And how're you feeling this morning Mister Turner?"

Gale almost gasped, it was the pony who'd come up to her on the street earlier! Same crazy hair, same brown eyes, but in hospital pajamas now.

"Oh not so bad. But still, you know, bleh," Time Turner said with a cheerful smile.

"Mister Time Turner was admitted yesterday with severe abdominal pains," Trust explained. "Nightengale? Why don't you see what you can find, amaze me." Gale nodded, levitating a stethoscope out of her coat pocket. She moved to beside the bed, "Wasn't very clever running around outside was it?"

"Sorry?" asked Turner confusedly.

"On the road this morning? You came up to me and took your tie off," Gale said.

"I didn't do that," he replied. "Ask any of the nurses, I was here all morning."

"Well that's weird because it looked like you, have you got a brother?"

"Not anymore, no."

"As time passes I grow ever more weary Miss Gale," Trust said, annoyed.

"Right, sorry." She levitated the stethoscope buds into her ears, then pressed the disc to his chest. She could hear his heartbeat aright, but it sounded off. An echo, yes, an echo in time with his heart. Curious, Gale moved the disc to the other side of Turner's chest, only to hear the exact same thing. A second heart, this stallion had two hearts! Her eyes widened in realization, she looked up at Turner, he winked at her.

"I weep for future generations, are you having trouble finding the heart Miss Gale?" asked Trust impatiently.

"Sorry," she said again, levitating out the buds and standing. "Uh, stomach cramps?"

"That's a symptom, not a diagnostic. And you rather failed basic techniques by not first consulting the patient's chart." Trust reached to pick up the clipboard, but dropped it when the metal clip shocked his hoof.

"That happened to me this morning," Gale commented.

"And me on the lift," said Revival.

"It is, only to be expected," the consultant replied, picking it up again. "There is an unplanned thunderstorm brewing overhead that the weather team can't seem to remove, and lightning is a form of static electricity. A theory proved by, anypony?"

"Storm Shift," supplied Turner.

"Correct," Trust said amusedly.

"My mate Storm, now that was a day and a half," the stallion continued. "I got rope burns from holding the clouds, then I got soaked."

"Quite," said Trust uneasily.

"And then, I got electrocuted!"

"Moving on," Trust called, leading his students away. He whispered to a nurse in passing, "Maybe a visit to psychiatry." Gale looked back at the weird stallion, he smiled at her and gave a little wave. She grinned slightly, then turned to follow her teacher.

* * *

><p>"Just listen Sparrow, I've come up with a plan. We tell Tinsel the menu is nothing but sugar and she won't turn up," Gale told her sister over the corded phone as she pulled her lunch out of the break room fridge. Revival was making coffee behind her as she chatted with her sister. Sparrow was calling from a cafe across the road, "<em>I wish you'd take this seriously. That's our inheritance she's spending on hair dye and clothes. Tell you what, I'm not too far away, I'll stop by for lunch and we can draw up a battle plan."<em>

Gale looked at the window and scowled, "I'm not going out in this weather." It was pouring rain, buckets of it like a herd of pegasus were dancing on the clouds.

"_It's not raining where I am."_

"You're just lucky then."

"_But I can see you, the clouds are just over the hospital like in cartoons._"

"Well, I've got another idea." A pony passed by the doorway, only stopping to glance in, it was that Time Turner fellow again. Gale paused as he walked by, returning to her sister. "We tell dad and Tinsel to get there at seven for all the birthday stuff and mum can get there and hour later so I can talk with Tinsel and-"

"Gale," interupted Revival nervously.

"What?" she asked.

"The rain."

"It's just rain."

"_Nightengale, have you seen the rain?_"

"What's everypony going on about rain?" asked Gale, confused.

"It's going up," said Revival, pointing to the window.

"_Gale, the rain is going __**up.**__"_ Gale looked at the window and gasped, the water was being pulled off the window towards the sky. The phone dropped out of her magic in surprise, clattering on the ground. There was a lightning crack and bright white light filled the window. The hospital began to shake back and forth, tossing Gale and Revival all around. Gale held onto the cabinets trying not to scream as the building shook. Suddenly, it stopped.

The power was out for a moment, but the lights flickered back on. She sat up, "What the hell was that?"

"Are you alright?" askers Revival, pushing some papers off and sitting up.

"Yeah, I think so. Felt like, an earthquake or-"

"Gale. Look it's dark outside, night, but it was lunchtime!" Gale got to her hooves, and went to the window, "That's not right."

"But it's night, it has to be!" Revival continued frightfully. Nightengale looked out the window, and suddenly felt like Princess Luna. Because she was on the moon, outside was it's white cratered surface, and the blackness of space where Gaia was hanging in the sky.

"We're on the moon," she said in disbelief. "We're on the moon!"

"We can't be."

"We are, we are on the bloody moon!" It was only a moment before they could hear the sounds of hysteria and panic from outside the break room. Gale sprang back into action, she hurried out of the room with her friend following, as she passed through the halls she called to the patients and family friends, "Everypony return to your rooms! We've had an emergency but we will figure this out." She passed the older mare from earlier, Miss Fig.

"Can you help-"

"Not now miss," Gale replied politely, rushing into one of the wards. She passed by Time Turner again, barely registering it as he closed the curtains around his bed. Nightengale dashed to the window, climbing up on the ledge and looking outside.

"Oh my, Luna it's real! It's really real," she said, stunned. "Hold on..." She powered up her magic, making the locks on the windows glow as she readied to open them.

"No! Stop," protested Revival, coming up beside her, "you'll let all the air out."

"These windows aren't exactly air tight, if we were going to loose the air it'd be gone by now," Gale retorted.

"Very good point!" called a voice, both mares whipped around to see Mr. Time Turner striding towards them wearing a blue suit and red tie. His cutie mark was visible, an emptying hourglass, fitting. "Brilliant in fact, what was your name again?"

"Gale," she replied.

"And it was, Nightengale right?" he asked, stepping up to the window beside them. "So tell me Nightengale, how're we breathing?"

"We can't be," protested Revival.

"We obviously are so don't waste my time," Turner said bluntly. "Gale, what've we got? Is there a balcony or a veranda...?"

"By the patient's lounge yeah," she answered.

"Fancy going out?"

"Okay."

"We could die."

"We might not." The strange stallion with two hearts smiled, "Good, c'mon. Not her though, she'd slow us down."

* * *

><p>Nightengale led Time Turner to the patient's lounge, where the big glass doors looked out on the moon. She looked at Turner, he nodded. They both took a deep breath and opened the doors. Nothing, not even a whoosh of air, Gale exhaled relieved. They walked to the edge of the balcony, "We've got air. How does that work?"<p>

"Be glad it does," Turner replied. Gale looked out into space, "I've got a party tonight, my brother's twenty-first. My mum is going to be so, so..." She trailed off. Turner looked at her, "You okay?"

"Yeah."

"You want to go back in?"

"No way, I mean, we could die any minute but all the same, it's beautiful." If only Luna could've heard them then.

"You really think so?"

"How many ponies want to go to the moon? And here we are."

"Standing in the light of the planet."

"Soooo, what do you think happened?"

"What do you think?" Gale thought for a moment, "Aliens. Definitely. But, I don't know. Three years ago that would've sounded mad but, then that spaceship crashing into Clockwork's Tower, Hearth's Warming, all those Cyberponies things. I had a cousin, Bluejay, never came back home." Gale sighed, looking out on the moon.

"I'm sorry," Turner said solemnly.

"It's okay," she replied, shrugging it off.

"I was there, in the battle," he added. Nightengale exhaled once, regaining her composure, "I promise you Time Turner, whatever brought us here can take us back. There's got to be a way."

"It's not Time Turner, that's not my real name," he corrected, looking around. She looked at him, "Then who are you?"

"I'm the Doctor," the Time-Pony replied.

"So am I if I ever pass exams. What is it, Doctor Turner then?" she asked.

"No, just the Doctor."

"How do you mean 'just the Doctor'?"

"Just, the Doctor," he repeated, confused.

"What ponies call you the Doctor?"

"Yeah."

"Well, I'm not. As far as I'm concerned you have to earn that title," Nightengale said strongly.

"Guess I better make a start," the Docor commented. "Let's have a look." He picked up a pebble off the ground and tossed it in the air. "Must be some sort of," _bong!_ The pebble bounced off something, making blue ripples in it, "Force field. Keeping all the air in."

"But, wait, if that thing is like a bubble sealing us in," Gale said, eyes widening in realization, "this is the only air we've got! What happens when we run out?"

"How many ponies in this hospital?" asked the Doctor.

"I don't know, a thousand?"

"One thousand ponies suffocating."

"Why would anyone do that?" asked Gale. The ground began to rumble as something flew in from over head, "Heads up! Ask them yourself!" A small squad of cylindrical ships flew overhead, looking like giant grey tubes with ridges on them and giant green rockets on the bottom. The four ships kept going, parking themselves in craters in front of the hospital. Little elevators came out of the bottom, and strong black armor clad quadrupeds cam marching out in sync.

The Doctor grimaced, they weren't Cyberponies but they sure acted like them. Gale just remained slack jawed as they marched forward, "Oh my gosh, those are aliens! Real proper aliens!"

"Judoon," the Doctor said, grimly.

* * *

><p>Consultant Trust rubbed his eyes tiredly as the spaceships descended. Why did this have to happen to them? He heard the door open and look up, Miss Fig stood in the doorway.<p>

"Mr. Trust, I'm sorry, I don't know who else to ask. Can you help me?" she asked innocently.

"I think we've gone beyond aspirin now miss, um...?"

"Fig," she supplied sweetly.

"Names," Trust muttered, "what are names now when the unnamable is marching towards us? Two more years, I thought, two more years and I could retire to Ponyville. But there's Equestria, I can see it in the sky. My daughter, she's still in school, I am never going to see her again."

"But can you help me?" asked Fig.

"I can't do anything."

"Oh, but I think you can." Two strong ponies stepped into the room behind her, both covered in black fabric from muzzle to tail.

"Oh what do you want?" snapped the consultant. "I think it's to late to sign for anything."

"These are my lovely colts," the mare continued. "I prefer not to get my hooves dirty."

"What?"

"You see, there are great tests to come, and terrible deeds, some of them my own," she said proudly. "And if I am to survive this, I need you."

"I'm sorry?"

"Blood, specifically yours." Miss. Fig raised a hoof motioning to her 'colts', they stepped forward, stepping on either side of Trust, they grabbed him, holding him in position. "What're you doing? Let me go! Let go now! What're you doing?"

"You see, I only had a salt deficient because I'm so good at absorbing," Fig explained, getting a grisly and almost psychotic smile. "But now I needs fir in my veins. And who better than a consultant? Sweet blood with all those expensive pastries and, mmm, ice cold cider."

"Who are you?" he asked fearfully as Fig reached into a pocket on her robe.

"Oh I'm a survivor," she said with a smirk. She held up a little pink swirly straw, "And oh look, I've even brought a straw." She stepped towards him, sticking the straw in her mouth.

* * *

><p>The Judoon were marching towards the hospital, whole crowds of them, almost like a battalion of soldiers. Ponies crowded around the front door, staring at these new creatures. Suddenly, they walked right through the force field. Ponies began to panic as they finally realized the alien's direction, towards them. They scattered from the doors, hiding around the waiting room as if chairs would protect them. The creatures marched inside, stopping just inside the metal scanners.<p>

One of them stepped forward. It reached up and pressed a button on the neck of the suit, the helmet began to retract. Ponies gasped, somepony squealed in fear, it was a rhinoceros. Now, rhinos could not talk like zebras and giraffes, so it was a bit odd seeing one standing there in a space suit. It began to speak, "Blo so folt do cro no blo cos so ro." The Juddon soldiers unholstered their blasters, aiming at various ponies around the room. Silence from the ponies.

Nervously, Vaccine trotted up behind the leader. She cleared her throat, "Um, we are citizens of the planet Gaia, we uh, welcome you in peace?"

The Judoon turned to her, it out a hoof on her chest and pushed her into the wall. With the other hoof, it pulled a red device off its belt, and raised it to her muzzle.

"P-please don't hurt me I was only trying to help!" Vaccine said, panicking as it lit up blue. The Judoon let go of her. She dropped down onto four hooves again, watching as it checked the scanner. It plugged it into port on the chest piece of his armor, "Language established, Gaian, Equestrian. You will be catalogued." The soldiers reholstered their weapons. The leader raised his scanner again, buzzing it in Vaccine's eyes, "Category, Equine." Then it took her hoof, and gently drew a little black X on it. "Catalogue all species."

The other Judoon began to do the same to the other ponies. They panicked at first, but relaxed as they saw the Judoon doing them no harm. Everypony was so caught up with the rhinos that they didn't notice two ponies peeking through some plants on the balcony above. Nightengale and the Doctor watched as the Judoon worked.

"Oh look you've got a little shop," the Time-Pony remarked with a smile, "I like a little shop."

"Nevermind the shop, what are Judoon?" asked Gale, gesturing slightly to the aliens on the level below.

"They're like police," he explained. "Well, police for hire. More like interplanetary thugs."

"And they brought us to the moon? How have they got magic?"

"Neutral territory, the lightning and rain? That was an H2O scoop. By galactic law the Judoon have no jurisdiction over Gaia, but on the moon, they can do as they please."

"What are you going on about, galactic law? If they're police are we under arrest? What've we done, trespassed on the moon?"

"No, good thinking. I wish it were that simple. If they're cataloging species that means they're looking for something non-equine," the Doctor grimaced. "Which is _very _bad news for me."

"Why?" asked Gale. The Doctor looked at her, "Oh you're kidding me. You can't be serious! stop looking at me like that!" He glanced back at the investigation, "Come on." He stood up and trotted away, staying low to the ground. Gale sighed and followed.

* * *

><p>"Troop six, troop seven, check floor six, find the transgressor. Find it!" ordered the Judoon leader. The squadrons pslit off, marching towards then up the stairs. The leader, with a small group following, marched down one of the corridors. Ones were panicking and running away. Vaccine tried, unsuccessfully, to get the ponies to calm down. One stallion, a young pony, picked up a vase and smashed it over the helmet of one of the Judoon. It stopped, turning round on him.<p>

"Witness the crime. Charge, physical assualt," the Judoon leader said. "Plea, guilty. Sentence, execution." The 'assaulted' Judoon pulled out its ray gun and zapped the poor stallion, turning him into ashes. There was terrified silence for a moment.

"You didn't need to do that," said Vaccine a bit angrily. The judon remained stoic, "Justic is swift." And the squad continued scanning the 'suspects', now considerably calmer but more scared.

* * *

><p>Nightengale looked through the doorway, keeping an eye out for the rhino soldiers. She looked back into the room, where the Doctor was scanning the computer with a silver device in his mouth.<p>

"They've reached the third floor," she warned. "What's that thing?"

"Shonic screwdrivah," he said through the device.

"Well if you're not going to answer me properly." He spit out the device, "No, really, it's a screwdriver, that's sonic."

"What else have you got?" asked Gale with a little smirk. "A laser blaster?"

"I did," the Doctor muttered, typing something on the computer. "It was stolen by Rainbow Dash, cheeky mare. OH!" He smacked the computer with a hoof angrily, "This stupid computer! The Judoon must've locked it down." He sat back in the chair, crossing his hooves as he thought, "Judoon platoon upon the moon. And I was just travelling past I swear! Just wandering, not looking for trouble. Then I notice these plasma coils building around the hospital, that was the lightning. Been building up for two days now, I checked in to have a look around... Turns out they were the Judoon up above."

"What are they looking for?" asked Gale curiously, watching the Doctor as he worked.

"Something that looks Equine but isn't," the Time-Pony replied.

"Like you apparently."

"Like me, but not me."

"Haven't they got a reference?"

"Could be a shape changer."

"Whatever it is, can't you leave the Judoon to find it?"

"That's the thing, if they accuse the hospital of harbor ing a fugitive they'll sentence it to execution," the Doctor replied.

"All of us?" Gale said in shock.

"Yes, but if I can find this thing first, OH! You see they are thick! Judoon are thick! They are completely thick! They wiped the records! Oh that is clever," he ranted angrily, running a hoof through his mane making it even crazier.

"What're you looking for?" Nightengale glanced back out the doorway as she said this.

"I don't know," the Doctor said, waving at the screen. Say, any patient admitted in the last week with unusual symptoms? Maybe it has a back up!" He sat forward again, grabbing the computer and turning it around, "I'll got ask Mr. Trust," Gale said as he worked. "Maybe he knows." The Doctor nodded absentmindedly, a good of a yes as she was going to get.

Nightengale turned and galloped out of the little office. She made sure to avoid the Judoon as she raced towards the consultant's office. She burst in the door, "Mr. Trust I-" she stopped short, seeing three ponies hovering over him. Mrs. Fig looked up, straw sticking sideways out of her mouth and dripping red stuff. Gale gasped, then turned and ran.

"Kill her!" ordered Mrs. Fig. The suited stallions shot to their hooves, and began chasing her. She slammed the door shut and locked it, hoping to buy some time. Gale ran as fast as she could, literally running for her life. She rounded a corner and crashed into the Doctor.

"I've restored the back-up," he said.

"I found her," she said.

"You did what?" There was a crash as they broke through the door and split up, searching for Gale.

"Run!" cried the Doctor, taking her hoof. They turned and galloped down the corridor, one of the black clad ponies hot on their trail. As they reached the staircase they had to run the opposit direction because of the incoming Judoon. Down an empty corridor where no ponies were hiding, where wires hung from the ceilings and signs pointed toward the X-Ray room.

Unlike humans, who use radiation to see inside the body, ponies use a variety of magic called energy X. It has very similar qualities to radiation, but is naturally occurring in some unicorns. The Doctor knew if they could get to the X-Ray lab he'd be able to stop the thing chasing them.

Good news, they made it safely. Bad news, the black pony was right behind them. The Doctor slammed the door shut and soniced the lock. Gale dashed into the scanner control room, the Doctor followed, the screwdriver sticking sideways out his mouth. "When I shay, schtart da machine."

"But I don't know how!" Nightengale protested.

"Find out!" The pony was beginning to slam against the door, trying to break it in. The Doctor dashed over to the scanner machine, jamming his sonic in the port and turning it on. Gale flipped through the manual as fast as she could, flipping pages with her magic as fast as possibly. The door suddenly broke, the black dressed pony stepped in.

"Now!" cried the Doctor. Gale slammed down a big yellow button and a bright light filled the room. The Doctor squinted in the light, but kept his hoof on the machine, keeping it aimed at the other pony. It shook wildly, spasming, then collapsed. The energy cut out.

"What did you do?" asked Gale, looking at the collapsed pony.

"Increased the energy by five thousand percent, killed it dead," the Doctor said nonchalantly.

"But won't that kill you?"

"Nah, it's only magic radiation, I've dealt with much worse. I-it's safe to come out I've absorbed it all." Gale stepped out from behind the safety screen, watching the Doctor as he began to do something odd. "All I need to do is expel it, if I concentrate, I can shake the energy out of me into one spot." He began to bounce up and down, his tie came sort of loose, flapping around. "It's, in my tie? Alright then, out! Out!" He grabbed the clothing article and began to shake it all around, looking like a dog with a chew toy. All while bouncing up and down and saying: "out! Out out out out out! Ah! Ow, hot, hot hot!" He pulled off the tie, opened the dangerous waste bin, and tossed it in, slamming the lid. He looked up at Gale, smiling like crazy.

"You are completely mad!" she exclaimed.

"I know!" the Doctor replied.

"So, what is that thing?" asked Gale, gesturing to the fallen creature. "And where's it from? The planet Zivorax?"

"It's just a Slab," the Doctor explained. "Basic slave drone, solid fabric all the way through. Somepony has got one heck of a fetish."

"But it was that mare, Ms. Fig, it was working for her, like a servant," Gale said urgently. The Doctor reached up to the scanner and pulled out his sonic screwdriver. It was charred black and melted in some spots.

"My sonic screwdriver," he said, shocked.

"She was a patient, but-"

"My screwdriver..."

"She had this straw like some kind of changeling and-"

"I loved my sonic screwdriver."

"Doctor!" He glanced at her and tossed the sonic aside, "Sorry." And then he broke into a smile, "You called me Doctor."

"Anyways, Ms. Fig is the alien! She was drinking Mr. Trust's blood," Gale explained.

"Funny time for a snack," the Doctor mused, "you'd think she'd be hiding. Unless, no... Yes, wait a minute... Yes! Shape changer! Internal shape changer! She wasn't drinking bloo, she was assimilating it! If she can assimilate Mr. Trust's blood and mimic the biology she'll register as equine! Come on! We've got to find her and show the Judoon!" Nightengale nodded and they galloped out of radiology.

But, as they turned a corner, the Doctor grabbed Gale and shoved her into a doorway. She was about to protest when she heard the hoof steps. It was only a moment before the second Slab trotted past them. "That's the thing about Slabs, they always travel in pairs."

"What about you?" asked Gale quietly. "Have you got a team? A partner or something?" The Doctor made as face, "Ponies! Trapped on the moon, running out of air, with Judoon hunting me down and you're asking personal questions?" He got to his hooves and trotted out of the doorway.

"Heh, like that. 'Ponies,' still not convinced you're an alien." She stood and followed him, only to see a squad of Judoon right there, one scanned the Doctor immediately, "Non-equine."

"Oh my Celestia, you really are!"

"And again!" the Doctor exclaimed, turning on his hoof and running. Gale galloped after him, very aware of the Judoon unholstering their weapons. They had just rounded a corner when bright red energy beams blasted past. They ran all the way to the stairs and down a few floors. Ponies were beginning to slip into oxygen deprived sleep as the level continued to drop. They slowled to a brisk trot, passing by Revival. She was holding an oxygen mask up to a very sick looking pony.

"How much oxygen have we got?" asked Nightengale worriedly.

"Not enough for all these ponies."

"How're you doing?" the Doctor asked his friend.

"I'm running on adrenaline," she replied.

"Welcome to my world."

"What about the Judoon?"

"Nah, great big lung reserves, won't slow them down. Where's Trust's office?"

"This way." They weaved through unconscious and barely awake ponies across the floor towards his office. When they reached it, the Doctor stepped in front of Gale. He motioned that he would go in first, just in case. Slowly, he opened the door. Gale looked in over his shoulder.

"But she was here!" Gale protested, "I saw here!" But she cut it short when she saw her teacher's blood free body discarded by the wal, eyes wide open. His coat was ice white, blood free, Mr. Trust was dead. The Doctor stepped forward, pressing a hoof to the consultant's neck, "Drained him dry. Every last drop. I was right, she is a plasmavore."

"But what's she doing in Equestria?" asked Gale, a bit weak.

"Hiding? On the run?" offered the Time-Pony. "But what's she doing now? It's still not safe, the Judoon could execute us all." He stood and turned to leave, "Hold on!" Gale stepped forward, and using her magic, shut the dead Pony's eyes. The Doctor watched her as she stood and followed him. They stepped back into the hall, the Doctor looked around, muttering under his breath, "Think think think! If I were a plasmavore surrounded by police what would I do?"

He looked down another corridor, eyes landing on an arrow labeled MRI, magic resonance imaging. "Oh, she's almost as clever as I am. Almost." There was a loud _bang!_ And screams as the Judoon smashed through a door at the end of the hall.

"Find the non-equine, find it!" roared the leader. The Doctor turned to Gale, "Listen, Gale, I need time, you've got to hold them up!"

"How do I do that?" Nightengale protested.

"Just, forgive me for this," he said. "It could save thousands of lives and it means nothing. Honestly, nothing." He leaned forward ans kissed her, long and hard, right on the lips. Gale's heart went into mega overdrive. The Doctor backed away and galloped towards the MRI. Nightengale finally exhaled, "That, was _nothing_?" The Time-Pony didn't hear her as he galloped into the MRI room. There was the elderly mare, Miss. Fig, working the controls to the magic scanning machine.

"Have you seen?" he asked, pretending to be slightly hysterical and pointing towards the doorway. "There are these, these things! Great it space rhino things!" Fig looked at him, no more than a glance.

"I mean, rhinos from space!" the Doctor continued, pretending to be some poor stallion who'd been caught up in the whole mess on accident. "And we're on the moon! Great big space alien rhinos on the moon! I only came here because of a stomach bug, all better now, the nurses were lovely. I told my wife I'd recommend this place to anypony, but then we end up on the moon! And did I mention the rhinos?" Miss Fig glanced at him, "Hold him!" The second slab stepped out from behind the draw screen and tackled the Doctor, pinning him down on the tile.

* * *

><p>Gale stared straight ahead trying to remain calm as a battalion of rhino soldiers stampeded towards her, but it was very hard not to panic.<p>

"Now I know who you're looking for," she said trying to keep her voice steady. "She's this mare call Miss Fig and-" the Judoon had reached her, the leader pulled out his device and scanned her.

"Equine," he huffed. "Wait traces of non-equine element suspected. Non-equine element confirmed. Authorize full scan." It put a hoof, (is that what they are in rhinos?) onto her chest and pushed her up against the wall, keeping the scanner in her eyes. "What are you? What are you?"

* * *

><p>The Doctor looked over at the MRI machine itself, colorful streaks of magic were literally pulsing off it and along the metal surface. It hummed as the magic charged up. Fig had her head inside and was admiring the glow generating within.<p>

"That machine thing," he said, still pinned under the slab, "is it supposed to be making that sound?"

"You wouldn't understand," the plasmavore replied, stepping away from the machine.

"But it's a, magic resonance, imager thing right?" continued the Doctor. "Like a giant magic magnet? I did a magic study in college, well, I failed but, still."

"Increased to fifty thousand sparklas," she said with a dark smile.

"That's a bit much don't you think?"

"It'll send out a magic pulse strong enough to fry the minds of every living creature within two hundred fifty thousand miles."

"But uh, hold on, hold on," the Time-Pony stammered. "I did geography, passed that one, doesn't that distance include Gaia?"

"Only the side facing the moon, and dear Princess Luna," Fig said to him. "Call it my _little_ gift."

"I'm sorry, you're going to have to excuse me, I'm a little out of my depth. I spent the last six years as a clockmaker. But, why would you do that?"

"With everypony dead, the Judoon ships will be mine to take, and make my escape."

"No, wait, hold on, you're talking like your some sort of alien," the Doctor continued, rolling his eyes.

"Oh but I am," Fig said proudly.

"No," he gasped in mock disbelief.

"Oh yes."

"You're joshing me!"

"I am not."

"I'm talking to a real alien?" the Doctor continued, shocked. "In hospital? What, has this place got an ET department?"

"It's the perfect hiding place," the plasmavore explained, trotting back into the control room. "Blood banks downstairs for a midnight feast, and all this technology to arm myself should the police come looking."

"Those rhinos, they're looking for you?"

"Yes, but I'm _hidden,_" she hissed the last word, lifting her hoof to show him the marketed on X.

"Right," he muttered. "Maybe that's why they're increasing their scans."

"They what?"

"Well, big chief rhino guy said, uh, 'no sign of the non-equine, we must increase to setting two'?" the Doctor replied. Fig's eyes widened, "I must assimilate again."

"You what?"

"I must appear to be a pony!" she snapped back, trotting out of the controls towards him.

"Well you're welcome to come home and meet the wife, she'd be honored, we can have cake!" he said, faking excitement. Fig reached into her pocket, and pulled out the swirly straw. "Why should I have cake when I've got my little straw?"

"What's that for?" asked the Doctor, nervous despite himself. "Milkshake? I like banana."

"You're quite a funny colt," the plasmavore purred. "Yet, I think, laughing to mask the fear. I think it's time to find some peace. Steady him." The slab pressed even harder against the Doctor, forcing his head to the side, leaving Fig with a clear shot at his neck.

"What are you doing?!"

"Now, I'm afraid this is going to hurt a bit," she said, licking her lips, "but if it's any consolation, the dead don't tend to remember." She stuck the straw into his throat and began to suck.

* * *

><p>The Judoon leader stepped back from Gale, having completed the scan, "Confirm, equine. Traces of facial contact with non-equine." It took her hoof and marked the little black X. "Continue the search, you will need this." He handed her a little booklet.<p>

"What's this for?" asked Gale, telling it with her magic and waving it a little.

"Compensation," it replied, turning and leading the soldiers into the MRI room. Gale tossed the paper aside and rushed after them. They barged through the door, Fig and the slab jumped back from the Doctor, who didn't move on the ground.

"Look at what you've done!" cried Fig, stashing her straw and wiping her lips clean. "This poor stallion just died of fright!" The Judoon leader scanned him, "Conformation, deceased."

"No! He can't be! Let me through!" cried Gale, pushing through the rhinos.

"Stop," ordered one of them, blocking her path, "case closed."

"But it was her! She killed him!" Nightengale protested pointing at Fig.

"Judoon have no restrictions over Equine crimes," the leader said unemotionally.

"But she's not a pony!"

"Oh but I am," Fig replied, "I've been catologued." She showed off the black X on her hoof.

"Not she isn't! She assimi- wait, you drank his blood?" asked Gale, slowly realizing what had happened. "The Doctor's blood?" With her magic, she snatched a scanner of one of the Judoon's belts and aimed it at Fig, scanning.

"Oh, scan all you like."

"Non-Equine," stated the Judoon leader as the machine completed the scan.

"What?" the plasmavore asked, shocked.

"Confirm scan," ordered the Judoon. They all sap canned her, "But I'm a pony," the plasmavore protested, "I'm as equine as they come."

"He gave his life so they'd find you," Gale said with a smirk.

"Confirm, plasmavore, charged with murdering the child Princess of patrival regency three," the Judoon leader huffed. Fig scowled, "Well she deserved it! Those pink curls and that _simpering_ voice, she was begging for the bite of a plasmavore!"

"So you confess?"

"Confess? I'm proud of it! Slab! Stop them!" She galloped into the controls, the slab stepped infront of the window, but was disintegrated instantly. "Excecute!" Fig grabbed two blue cords and plugged them together, "enjoy your victory Judoon! Because you're going to burn with me, burn in hell!" She too was disintegrated.

"Case, closed."

"But what did she mean burn in hell?" asked Gale panicking. "The scanner shouldn't be doing that, what's she done to it?" A Judoon soldier checked it, "Scans detect lethal levels of magic energy."

"Well do something! You've got to stop it!" Nightengale protested.

"Our jurisdiction has ended, Judoon will evacuate," the leader said unemotionally. He pressed a button on his suit, "All Judoon will exacuate the building," the call rang out across the whole hospital. The squad turned and marched out of the MRI.

"You can't go!" Gale yelled after them. "That thing is going to explode and it's your fault!" None of them responded, Gale huffed and ran back into the MRI room, kneeling by the Doctor's body. She opened his mouth and breathed in, then put her hooves on his chest and began CPR. Muttering to herself, "One, two, three, four." She did this twice, then remembered.

"Two hearts!" She put her hooves on the other side of his chest and began pumping hard. It was getting difficult to breathe, her counts came out in gasps. Gale took one last deep breath and gave it to the Doctor. She pumped twice more on his chest when he coughed, starting to wake up. Gale dropped down beside him, finally out of air.

"The scanner," she whispered, "she, did, something." The Doctor tried to get to his hooves, coughing hard and trying to wake up. He couldn't get enough air, and the scanner was getting worse. Colorful ripples of energy were pulsing all over the building. He barely managed to stumble over to the controls, clinging to the counter for balance. He reached into a pocket for the sonic, but remembered it had been fried.

He groaned, coughing again in the thin air. He stumbled over to the control panel covered with cords, a set of red ones and blue ones. He reached for the red ones, then grabbed the blue and pulled them apart. The machine stopped sparking, shutting down. The Doctor smiled weakly, but pushed himself back onto his hooves, less shakey now but still weak. He shuffled back over to Nightengale's limp form, he checked the pulse on her neck, it was still going faintly.

The Time-Pony knelt down and picked up Gale and placing her on his back, no small task. From there, he carried her out of the MRI office, through the corridor, and into the nearest ward. He lay her down in a bed and stumbled over to the window. "Please please, come on Judoon, reverse it!" Suddenly, little wet droplets began to pelt the window, the Doctor smiled.

"Look Gale," he said, glancing back at her, "it's raining. It's raining on the moon." There was a flash of lightning and a crash of thunder, a massive shake, and the hospital was back on Gaia.

* * *

><p>Gale slowly trotted out of the hospital, shaking her head and trying to wake up. All around her, ponies were being treated by medics with oxygen and medicine. Police were doing an investigation, interviewing patients and staff for the story.<p>

"Gale!" cried a voice. She looked up to see her light pink maned magenta coated sister Sparrow galloping towards her, the two sisters embraced, "Oh my Celestia Gale I ought you were dead! I phoned everypony, they were all panicking, dad was even _crying._ Mum is trying to get down here but the roads are all blocked nopony can get through." Gale listened to her sister semi-absentmindedly, watching the ponies all around them. Then she saw one, the Doctor, trotting away from it all towards a big blue police box. He looked back and met her gaze, he waved and smiled. She smiled back, turning and looking at her sister again. And completely missing the strange hum that followed the Doctor's departure.

* * *

><p>One hour until Hawk's party, one hours to get ready. Gale had already showered and was brushing her hair while listening to the radio. Ever since she had gotten home they had been playing report after report about the hospital. She snickered, none of them would ever really believe it was aliens, would they? Suddenly, she heard the voice of her fellow student Vaccine giving her story.<p>

"I was there, I saw it happen. And I feel uniquely privileged, how many ponies go to the moon?! I looked out at the surface of the moon, and I saw Gaia, suspended in space, and it all just proves Mister Clockwise right. We're not alone in the universe. There's life out there, wild and extraordinary life." Gale smiled, and tied her hair up in a ribbon.

* * *

><p>The party was a disaster. It started with just one word from Tinsel after Gale described what had happened, "Liar." One thing had led to another, now Tinsel was storming out of the restaurant, "I will not stay in there to be insulted!" Eagle followed after Tinsel, he was a pegasus as mentioned before, colored two kinds of light green, "She didn't mean it sweetheart! She was saying you looked thin!"<p>

"No I said starved," corrected Cardinal, Gale's mother, a unicorn colored two kinds of red. As the argument went on, Nightengale, Sparrow, and their brother Hawk, pegasus, colored light blues.

"Tinsel started it," Sparrow said, "I heard her."

"Don't make it worse Sparrow," snapped Hawk.

"Then she practically accused Gale of making it all up!" cried Cardinal.

"Mum! I don't mind, really," Nightengale protested. The fight continued to escalate, Tinsel stormed off down the street with Eagle at her hooves, Hawk followed them trying to bring them back. Cardinal went off in the other direction, Sparrow chasing her. That left Nightengale alone in front of the bistro holding her jacket. She sighed tiredly, this family business was always difficult.

She did a double take, but no, her eyes weren't lying. There, standing across the road, was the Doctor. Except, he was wearing a brown suit under a large tan colored overcoat. The strange stallion smiled, turned on his hoof, and trotted down the alleyway. Gale thought for a moment, shrugged on her jacket, and crossed the road. She reached the alley, nothing all the way down. She trotted down it, passing "Vote Clockwise" signs as she went. She turned another corner, and saw the Doctor, leaning against the blue police box.

"I went to the moon today," Nightengale stated.

"A bit more peaceful than down here," he said, subtly referencing the family fiasco. Gale nodded, "You know, you never really told me who you were."

"The Doctor," he replied.

"I meant what species? Not often I get to ask that."

"Time-Pony," the Doctor said.

"Right! Not pompous at all then," Gale said.

"Well, I just thought, since you saved my life," he said slowly, pulling out his sonic screwdriver, "And I've got a new sonic that needs road testing, I thought you might fancy a trip."

"What, into space?" asked Gale dubiously.

"Well?"

"I can't, I've got exams, things to do. I've got to pay rent tomorrow, my family's going mad."

"If it helps, I can also travel in time." She raised her eyes brows suspiciously, "No way."

"I can."

"Come on, that is going too far," she insisted.

"Alright, I'll prove it," the Doctor said. He turned and trotted into the blue box, shutting the door. There was a boom, then a sort of whirring sound as a wind began to pick up. Gale watched, her jaw slowly dropping, as the box vanished. She stepped forward, reaching into the space where the box used to be, when the sound returned! _Vwwwrrrr, vwrrr,_ she stepped back as it appeared again.

The Doctor strode out, brown blue swirled tie hanging on his hoof, "Told you."

"B-but that was this morning!" stammered Gale. "But you, you really can travel in time! Hold on, if you were there, why didn't you warn me not to go to work?"

"Crossing timelines is strictly forbidden," the Time-Pony replied, slipping his tie back on, "Except for cheap tricks."

"So, that's your spaceship?" she asked, trotting up to the box, she put a hoof on it and felt the wood.

"It's called the Tardis, time and relative dimensions in space," he explained.

"You're spaceship's made of wood," Gale noted. "And it's not very big, we'd be a bit, intimate."

"Take a look." The Doctor pushed open the door and gestured her in. Nightengale looking inside the Tardis and gasped, "No no no!" She looked outside again, "But it's just a box, made of wood!" She trotted further into the ship, the Doctor followed her, "How does it do that? It's a little box with all this crammed in! It's bigger on the inside!" The Doctor mouthed the words with her as she said it, "Is it? I hadn't noticed." He kicked the door shut and tugged off his overcoat, tossing it over one of the coral spires.

"Right then! Let's get going," he cried, galloping over to the controls.

"But is there a crew? Like a navigator and stuff, where is everypony?" asked Gale, following him.

"Just me," he chirped nonchalantly, starting to tap the controls.

"On your own?"

"Well, sometimes I have guests. I mean, friends," he said, stumbling over his words, "travelling alongside. Recently actually, a friend of mine. Roseluck, her name was Roseluck. And we were, together, anyways!"

"Where is she now?" asked Gale, curious.

"With her family, happy. She's fine, she's, not that you're replacing her..."

"Never said I was."

"Just one trip, one trip to say thanks, then back home. I'd rather be on my own."

"Well, you were the one who kissed me."

"_That_ was a genetic transfer."

"And if you will wear a tight suit."

"Now don't!"

"And fly all the way across the galaxy to ask me on a date."

"Stop it!"

"For the record? I'm not even interested," Gale said with a smirk. "I only go for ponies." The. Doctor smiled a little, "Good. So, close down the gravitic anomilizer," he flipped a large red switch, working his way over to her. "Fire up the helmic regulator," he pressed a couple green buttons. "And finally," a large blue switch, "the hoofbreak. Ready?" He looked over at Gale.

"No," she said honestly.

"Off we go," he pulled the lever. The Tardis jerked hard, throwing both ponies into the controls. The Doctor laughed happily, clinging on for dear life.

"Blimey, bit bumpy ain't it?" remarked Gale, clinging to the console. The Doctor looked over at her offering a hoof, "Welcome aboard Miss Nightengale!" She took his hoof, shaking it, "My pleasure Mr. Time Turner!"

_To be continued in "The Starswirl Code"..._

**Me: and so a great friendship is born. Gale, why don't you do the honors?**

**Gale: sure, me, my family, and the general world of Equestria is owned by Hasbro. The Doctor and his world and fabulous machine are owned by the BBC. And until next time, Allons-y!**

**Me: see ya then!**


	3. Episode 3, The Starswirl Code

PDoctor Whooves

_The Starswirl Code_

**Okay, so, I needed somepony old and famous, and then I watched the Hearth's Warming MLP episode. Starswirl the Bearded. Bam, perfect! But, this is before he was "The bearded".**

On a moonlit night in mid October, in the small settlement of Hoofdon, a young stallion was serenading his beloved. His name was Noteworthy, and hers was Lillith, she was by far the most beautiful unicorn in the town, and not many of the noble blood chose to live in such a town, where pegasus and earth pony lived together as well. It was only a few years after the truce of the three tribes, the snow was melting away, and they were joining into new colonies in the land of Equestria.

Noteworthy was just an earth pony, and most called his love for Lillith foolish, for there was no way she too loved him. But tonight, he'd prove them wrong. He sang to her from the ground, while she watched from a window above. Lillith had soft pink hair that was unruly but curly and a clean white coat, Noteworthy had a navy blue coat and whitish mane and wore no more than old rags.

"_My love is fair, my love is true, my love she is my world_," he sang. Lillith raised her candle and met his eyes as he slowed, "Such sweet words show thine blood is afire? Would you wish we wait any longer for consummation?" Noteworthy broke into a Pinkie Pie worthy smile, they were all wrong, she did love him.

"Oh yes!" he cried to her, "tonight is the night!" He raced into the building, Lillith raced to the door of her second level home. She opened it just a crack, looking out at Noteworty from behind, "Do you dare to enter, bold sir?"

"I do," Noteworty replied. Lillith opened the door and let him in to her home. He stopped, staring at the room. There was a black steel cauldron at the center of the room, herbs, flowers, and odd things hung from various places around the room, all of it had a dark and evil look to it.

"Lillith, this cannot be the home of one do noble and beautiful," Noteworthy said. "Forgive me, this is foul." She placed a hoof on his muzzle, shushing quietly. "Sad words suit not upon a lover's tounge." Noteworthy smiled a little, leaned forward, and kissed Lillith. But, instead of kissing back, she pulled away, and when Notworthy looked up, a horrid creature stood before him.

Where Lillith had been was now what looked like an old mare with very sharp teeth. She was looking at him with small beady eyes, "Oh my, your kiss transformed me," she said with Lillith's voice. "A suitor should meet his beloved parents, Mother Doomtouch?" Noteworthy jumped as another one, this time with tinted green skin and larger fangs dressed in a raggedy black cloak, appeared behind him. "And Mother Bloodtide!" A third leaped down from the rafters, identical to the first two.

They leaped on Noteworthy and began tearing him limb from limb. No, seriously, they literally began ripping his flesh off and devouring him. Lillith, or whatever she was, smiled grimly and cried, "Soon, at the hour of woven words, we shall rise again, and this fleeting world shall fall! Mwa ha ha ha ha!"

**(Theme song begins playing in background while actors exit stage left)**

Nightengale, not one hour ago, had been stuck on earth with her crazy family. Now, here she was, clinging to the console of a bigger on the inside time machine, as a mad stallion in a suit worked the controls with lightning speed. Of course she had questions, and as the flew, she asked them.

"How can you travel in time? What makes it go?" she called over the ruckus.

"Oh let's take the fun and the mystery out of everything, Gale, you don't want to know, it just does," the Doctor cried back, twisting a couple levers. He pressed a button and the Tardis landed with a thud, tossing Gale to the floor. "Blimey! Don't you have to pass a test to fly this thing?"

"Yes and I failed," the Doctor called back, galloping to the door. He grabbed his long coat in passing and started to shrug it on, "I promised you one trip and one trip only, make the most of it. Outside this door," he tapped the wood, "Brave new world."

"Where are we?" she asked excitedly, grabbing her own jacket. The Doctor pulled open the door, "After you." Gale smiled and galloped down the ramp and out the door, where she promptly skid to a stop. It wasn't Hoofdon anymore, not the one she knew. Hers wasn't a very old street with tall white wooden buildings and hay roofs with earth pony foals in rags running about between the feet of the adults. Clothes lines hung between the rooftops, pegasus and earth ponies were chatting and walking in the street, only a couple unicorns were there too. Small wooden carts laden with ye olde laundry and food. Gale just stared, her jaw hanging open. The Doctor stepped out behind her, shutting the door.

"Oh my gosh," she said. "We did it, we actually did it, we traveled in time! Where are we? No, sorry, need to get used to this whole new vocab, _when _are we?"

"Mind your step!" the Doctor said, pushing her put of the way as some sort of liquid came flying down from a window above. "Sometime before the invention of toilets," he muttered. "Sorry bout that."

"I've seen worse," Gale replied nonchalantly. "But, are we safe? Like, can we move about and stuff?"

"Of course we can," he answered. "Why do you ask?"

"Well it's like, you know, in the films, you step on a butterfly and end up killing the princesses or something!"

"Just, don't step on any butterflies, what've butterflies ever done to you?" he said jokingly. He began to walk when Gale piped up again, "But what if, I don't know, I kill my grandmother or something?"

"Are you planning to?"

"No."

"Well then."

"And this is Hoofdon?" she continued as they started to walk.

"I believe so, sometime around, ooh, 2748 pre celestial era, only a few thousand years before the Griffin's declare war," he explained, rambling a bit.

"But, hold on, are we going to be safe though, really safe?" asked Gale, glancing at him.

"I can't garuntee that," the Doctor replied. "But, just in case, walk around like you own the place, always helps with me. Besides, look around, not too different from your day. Farm workers," he pointed to a small group of earth ponies selling fruits and vegetables. "Weather controllers," two pegasus dressed in rain soaked clothes but laughing over a pint overflow cider. "Wizards," a unicorn strode past, haring a smile with Gale. "And let's not forget entertainers! Popular entertainment for the masses. And if I'm right, we are just down the river from..."

He grabbed Gale's hoof and they galloped down the street and around a corner where a massive theater sat in the distance. The Doctor's smile got even bigger, "Oh yes! The Globe Theater! (Why mess with a classic?) Brand new, and, technically, it's not a globe, it's a tetradecagon. containing, the stallion himself."

"No," Gale's jaw dropped again. "Starswirl the bearded is in there?"

"Oh yeah," the Doctor said with a smile. "Miss Nightengale, would you like to accompany me to a show?"

"Mr. Turner I would love to," she replied, he took her hoof again and they strode off towards the theater.

"When you get home, you can tell everypony you've met Starswirl."

"Yeah, and then I could get sectioned!"

* * *

><p>Inside the Globe, you could hear the applause for miles around as the play culminated. The mares performing began to bow for the audience, Nightengale stomped her hooves wildly from her seat in the "plainfolks" area, the Doctor next to her doing the same.<p>

"That was brilliant!" she called over the chaos. "Almost worth putting up with the smell. And those are unicorns dressed as earth ponies and Pegasi yeah?"

"Hoofdon never changes!" The Doctor called back.

"But I want to see Starswirl! Where is he? Author! Author!" She called out. "Wait, do ponies say that?"

"Author!" a mare next to her cried. The ponies all around them began to take up the chant, crying for Starswirl to come onto the stage.

"Well, they do know." The large ornate doors upstage middle opened up and Starswirl the Bearded strode out onstage. He looked different than the portraits and drawings depicted him, his beard was only to midway down his chest and still had streaks of gold in it, he wasn't wearing that legendary blue coat and hat with the bells, just a fancy light blue suit. Starswirl smiled as the applause in the theater reached a concussion of sound, waving to members of the audience. But, one mare in an upper box, dressed in a beautiful dress, was not clapping. Lillith watched the writer silently, slowly pulling up a rough doll version of Starswirl with a lock of silver-gold hair on its head.

"He's a genius," the Doctor explained excitedly, "_the_ genius. The most equine pony there has ever been, and now we're going to hear him speak! He always uses the best words, new beautiful brilliant words." Starswirl looked out on the crowd with a smirk, "Aw shut your big fat mouths!" The Doctor's smile dropped, "oh, well."

"You should never meet your heros," Gale commented.

"You've got excellent tastes, I'll give you that," called Starswirl as the applause began to die down. "But, that ending, 'Friendships Lost' it just stops! Will the team ever be reunited? Will the Changelings forever control our world? Well don't get your tail in a twist, all in good time, you can't rush a genius." He bowed dramatically, the suddenly straightened up with a wild and blank look in his eyes. "When?" asked the great magician, "Tomorrow night! A sequel no less, and I shall call it, 'Friendships Won!'" With that, the wild applause continued. The doctor and Gale looked at eachother, equally puzzled.

Soon, ponies were shuffling out the one entrance toward their homes to rest, it was almost midnight. The crowd pulled the time travellers with them, "I'm no expert, but I've never heard of 'Friendships Won'," Gale commented as they left.

"Exactly, the lost play," the Doctor explained. "It's on his list of plays but never shows up. And nopony knows why."

"Hold on, do you have like a camera or something?" asked Gale, "we could tape it. Get back home and sell it, we'd make quite a bit of money." The Doctor shot her a look, "Sorry, that would be bad, wouldn't it?"

"Yeah."

"Well, how come it disappeared in the first place?"

"I don't know," he admitted, then sighed. "Well, I was only going to give one trip in the Tardis, but I suppose we could stay a bit longer." Nightengale smiled, the fun began when they started investigating didn't it?

* * *

><p>"'Ere you go Swirl, enough cider in 'ere to flood the castle!" said the earth pony innkeeper as she slid a platter of mugs off her back onto Starswirl's desk.<p>

"Cotton Dolly you've saved my life," Starswirl complimented, levitating a mug off the platter for himself. The mare and stallion actors from his play, also helpi him with it, took the other two mugs as well. Dolly took the tray back, "Anythin' else you fellas need, just holler." She turned towards the door, tray on her back and called to the fellow earth mare maid who was scrubbing away in a corner: "And you, finish up! We can't 'ave you disturbing these ponies while they work."

Lillith looked up at Dolly innocently, "Yes ma'am."

"You must be mad, 'Friendships Won', you're not even finished!" Protested the stallion.

"I'll have it finished tomorrow I promise, just working on the final scene," Starswirl explained, taking a swig. As Dolly turned to leave, a stallion stepped into the doorway and he knocked on the doorframe, the Doctor smiled widely, "Oh hello there, hope we're not interrupting, Mr. Starswirl I presume?"

"No no no!" groaned the playwright, setting his cider down and glaring at the newcomer, "Who let you in? No autographs, you you can't have yourself sketched with me now be a good colt and shove-" he trailed off as he spotted Nightengale, watching from over the Doctor's shoulder. "Oh nanny nonny, come sit right down here young miss. You two," he turned to his stage hooves, "get to work on those costumes and hand out what we've got of the script."

"Come along then, I think Starswirl has found his new muse," Dolly called. The assistants stood and left, Gale and the Doctor took their place. Starswirl flashed Gale a curious smile, "Sweet mare, what unusual clothes, so, colorful."

"Oh, yes, verily," Gale replied awkwardly. The Doctor glanced at her, "No, don't do that." He pulled a small black wallet from his suit pocket and flashed it for Starswirl to see, "I'm Sir Doctor of Tardis and this is my companion Miss Nightengale."

Starswirl glanced at it, "Interesting, that bit of paper, it's blank." The Doctor smiled again, "That proves it, absolute genius."

"No, but wait, it says it right there, 'Sir Doctor and Miss Nightengale," she said, pointing at the paper.

"And I say, it's blank," replied Starswirl. The Doctor looked from his companion to the play writer.

"It's, psychic paper, long story, oh I hate starting from scratch," he said, trying to explain and giving up.

"Psychic?" repeated Starswirl. "Never heard that before, and words of my trade. Who are you exactly? And more to the point, who is your gorgeous magic mare?"

"Wha-excuse me?" gasped Gale, shocked.

"Oh? Is that not an appropriate term for a unicorn of noble blood? A mare of specters and stars? One of mystery and power?" he continued.

"I cante believe I'm hearing this!" said Gale, torn between laughter and exasperation. The Doctor groaned, "Gah, it's political correctness gone mad. See, Gale is from a far off kingdom, Freedonia." Before anypony could continue, there was a thundering of hooves as a well dressed and well fed pegasus mare shoved her way into the room, fuming.

"Excuse me! Hold on a moment! This is abominable behavior! A new play with no notice?" she demanded, furious. "I demand to see a script Mister Starswirl. As Mistress of the Theater, all new plays must be registered with me before it can be performed!"

"I haven't finished it Written, but I'll send it round first thing tomorrow morning," Starswirl promised. Written Script slammed a hoof into the wood floor, "I do not work to your schedule, you work to mine. The script, now!"

"I, can't," Starswirl repeated.

"Then tomorrow's performance is canceled, I am returning to my office for a _banning_ order. If it is that last thing I do, 'Friendships Won' will never be performed!" Script stormed out of inn, Starswirl sighed and rubbed his eyes tiredly. As Script was making her dramatic exit from the building, she ran right into Lillith, who squeaked in surprise.

"Sorry ma'am, begging your pardon ma'am, mind you don't hurt that pretty head of yours," in a swift motion, she reached up and pat Script's mane. Script glared at her, "Unruly mare!" then whispered, "I'll be back later." Then left. Lillith smiled to herself, pulling a small pair of scissors from her pocket, a piece of Script's mane clasped between the blades. She galloped back upstairs and dashed behind a wall of barrels. She pulled out the doll, the one meant for Starswirl, but they needed it now.

"Oh my mothers," she whispered, tying on the new hair, "Somepony seeks to stop the performance tomorrow." From their hideout blocks away, she heard Mother Bloodtide's screeching reply, "_But it must be tomorrow!_"

"_'Frienships Won' must be performed!" _cried Doomtouch.

"Fear not," replied Lillith, finally finishing the hair, (it's difficult with hooves!) "Chant with me. Water dampens fiercest flame."

"_Drowns out colts and mares the same," _her mothers cried. Lillith shoved the doll into a bucket of water, bubbles began rising from its head, as if it were breathing. In the courtyard bellow, Script gasped. She coughing, spitting out, no, gushing water every time she tried to breath. She clawed at her throat, desperate for air.

* * *

><p>"Well, 'Friendships Won', that's one mystery done, thought it'd be a bit more-" Gale was cut off by a scream from the courtyard. The Doctor jumped to his hooves and raced out of the room, abandoning his long coat. Gale quickly followed and so did Starswirl, a bit slower. Ponies were gathering, watching the choking mare.<p>

"It's that Script mare," Gael exclaimed.

"What's wrong with him?" muttered the Time-Pony. He dashed towards her, "Leave it to me! I'm a doctor!"

"So am I," shouted Gale following to Script's side, "near enough."

* * *

><p>"<em>And now comes the vital part, stop the flesh-"<em>

"Stop the heart," finished Lillith, stabbing a wooden stick into the doll.

* * *

><p>Script coughed once more, her eyes rolling back into her head as she fell limp onto the straw covered ground. Gale knelt next to her, "C'mon Script, stay with me, your going to be alright." She used her magic to open the theater owner's mouth, when more water came gushing out. "What the hell?!" The Doctor knelt down too, pressing his ears to Script's chest.<p>

"I've never seen a death like it, her lungs are full of water like she drowned, but on dry land," he muttered to himself sitting back up. He met Gale's eyes, "And then, a blow to her heart, like an invisible blow." Ponies were beginning to crowd round, whispering and murmuring. The Doctor got to his hooves and turned to Cotton Dolly, "Good mistress, this mare has died from a sudden unbalance of the humors, completely natural if unfortunate causes. Call a constable and have her removed please."

"I'll do it!" called Lillith, smiling to herself as she trotted away. The Doctor knelt down again, "Why'd you say that?" asked Gale, curious.

"These ponies still are very wary of eachother, if I tell them what really happened, they'll likely accuse you or somepony else of dark magic," he explained quietly.

"So, what was it then?"

"Dark magic."

* * *

><p>More dark magic was at work in the town. The three witches, Lillith had returned, were finishing a potion they intended for Starswirl. Doomtouch handed it to Lillith, "The potion is prepared, take it. Magic words for the playwright's fevered mind."<p>

"Starswirl will release us," Bloodtide hissed, "the mind of a genius will unlock a bloodbath."

"Tonight, the work is done," Lillith mused, looking at her mothers. "A muse to pen 'Friendships Won'!"

* * *

><p>Later, Starswirl, Nightengale, and the Doctor returned to his room. No sooner had they entered than Cotton Dolly appeared in the doorway. "I got you a room Sir Doctor, you and Miss Gale are just across the landing."<p>

"Poor Script," Starswirl muttered. "So many strange events, not least of all, this land of Freedonia where even earth ponies can be doctors?" (Confused? I imagined in Equestria, the whole gender equality is flipped for species)

"Where anypony can do as they like," she said proudly.

"I see," he said back, then looked at the Doctor. "Sir Doctor, how can a colt so young have eyes so old?"

"I do a lot of reading," the Time-Pony replied cooly, flashing a wink.

"A trite reply, that's what I'd say," Starswirl said with a smirk. "And you? You look like you're surprised he even exists."

"I think we should say goodnight," Gale said hurriedly, turning and trotting towards her room. Starswirl sat down at his desk, "I must work, I've a play to complete. But I will get my answers tomorrow Doctor, and I'll find out more about you and this constant performance of yours."

"'All the world's a stage'," the Doctor said, quoting on of his future works.

"I might use that," the writer said. The Doctor smiled, "Nighty night Starswirl." Then turned, and left the room, grabbing his coat and bringing it with him. He trotted down the hallway, hooves tapping on the wood floor, and into the room Dolly had prepped for him and Gale. It had one intricately carved bed, a wooden cabinet and chest, with a bench under the window. Gale was hanging her coat in the cabinet. Hey, she had a little flower tattoo on her shoulder, interesting. She turned and looked at him holding a candle in her magic, "Nit exactly five horseshoes is it? I didn't even pack a toothbrush."

The Doctor tossed his coat aside as she said this, "Oh! Hold on," he reached a hoof into his pocket and pulled out a small pink toothbrush then tossed it to her, "Infused with Zebrian Spearmint." She caught the toothbrush in her magic, and it joined her jacket in the cabinet. The foalish Time-Pony jumped onto the bed, bouncing once then landing on his back. Gale glance at him, then at her candle, "Soooo, who's going where?"

"We can manage," the Doctor replied, "C'mon." She looked at the candle again, floating in her magic, "Well then, black magic, mages, seems all a bit like a story to me."

"Just wait till you read 'A World Without'," the Doctor said excitedly. "Oh, I loved it."

"But, black magic, is that really what's going on?" Nightengale asked nervously, setting the candle aside.

"Course not!"

"Oh give me a break, I only just started time travelling, I can't know everything."

"It looks like black magic, but it isn't. It _can't _be. Are you going to stand there all night?" Gale sighed, sitting down on the edge of the bed, "Move over a bit then. Not much room, two of us, same bed." She lie down next to him on her back, the Doctor was doing the same. "Ponies may talk."

"There is such a thing as psychic energy," he continued, "but a pegasus couldn't channel it like that. Not without a generator the size of the Globe Theater itself. And I _think _we'd have seen it by now. No, I think I'm missing something, Gale. Something really close, it's staring me in the face but I don't know what it is. Roseluck would know. My friend, she'd say the right thing. Still, can't be helped, your just a novice. I'll take you back tomorrow."

Gale had to bite her tounge not to say something about getting over his old marefriend or how she was not a _novice_, but she saw how much it had hurt him to talk about her so she didn't say anything. "Great!" she replied sarcastically, rolling over and frustratedly blowing out the candle.

* * *

><p>With only the bright light of the moon for him to see by, Starswirl tiredly worked to finish his story. He began to nod off, but shook it off and kept going. He didn't notice, however, when the large window behind him began to ease open. Outside, Lillith was crouching on the roof in a black shroud, a green frothing potion on a string around her neck. She took the bottle and unplugged the cap, sitting it on the window frame. Light green gas began pouring out, Lillith blew it towards Starswirl.<p>

The smoke wrapped around his head and the moment he breathed it in, _thud._ He collapsed like a puppet with the strings cut. Lillith crept into the room, holding a puppet of her own in her teeth that looked like the crude doll version of him she had had at the performance. She whispered, with perfect clarity, "Bind the pony and take mind, write the play and make it mine." She lifted the doll, and in sync, Starswirl sat straight up, eyes blank.

Lillith jiggled the doll a certain way, making it's head bob. Starswirl did the same only less, his horn moving as his quill scratched the last words onto the page. Lillith smiled and let it go limp, Starswirl collapsing again. She reached forwards and stroked the writer's mane, then took her doll and tucked it safely away in her cloak.

"Star? I finished up, anything else I can- oh, hello, who're you then missy?" asked Cotton Dolly from the doorway, broom clutched protectively in one hoof. Lillith whipped around, her face transformed into the gruesome hag that was her real face. She approached Dolly, snarling, and snatched the broom, "I shall take that to aid my flight, and you shall speak no more this night."

* * *

><p>The Doctor stared up at the ceiling of his and Gale's room. She was dead asleep beside him, he wished he could sleep. But, alas, the lack of a need for it left his mind awhirl with thoughts he did not want. But, a scream tore through the night, snapping him out. He leaped off the bed and onto his hooves, galloping out of the room as fast as he could go. Gale woke seconds after, following him blindly, still groggy with sleep. They raced towards Starswirl's room and burst in the door. Dolly was collapsed by the door and Starswirl asleep at his desk, but he jerked awake when they entered.<p>

"Wha's goin on?" he asked blearily. The Doctor rushed to Dolly's side, checking her over.

"Her heart gave out," he reported grimly, "like she died of fright." Gale heard something, evil laughter, and rushed to the window. Only to see the silhouette of a cloaked pony on a broom racing away in the moonlight.

"Doctor?" she asked wearily.

"What?" he asked, galloping to her side, "What'd you see?"

"A witch," Nightengale replied, dumbstruck.

* * *

><p>When the sun finally rose the next morning, Gale and the Doctor rejoined Starswirl in his room. The writer rubbed his forehead tiredly with both hooves, "Poor Dolly, she sat through three spouts of the cutie pox while the rest of us ran like rats. She had such spirit, what could've scared her so?"<p>

"Fear, fear of the fading light," quoted the Doctor.

"Hmm, I might use that."

"You can't, it's somepony else's."

"But the thing is, Script drowned on dry land," Gale interupted, "and Dolly died of fright. They were not connected to you."

"Are you accusing me of this witchcraft?" demanded Starswirl.

"No!" replied Gale. "But, last night I saw a witch, big as you like, flying away from here on a bloody broomstick. And you've written about witches."

"Really? When?" The Doctor put a hoof on his companion's shoulder, "No, not yet."

"Marble Column spoke of witches," Starswirl said, thinking aloud.

"Marble Column?" repeated the Doctor.

"The architect who designed the Globe, why?"

"The architect, the architect!" the Doctor cried, grabbing his coat and galloping towards the door in a whirlwind "The Globe! Come on!" No sooner had the words left his mouth than there was a puff of magic, and the Doctor found himself standing in the center of the Globe. He looked at. Gale and Starswirl, who were on the stage. Starswirl's horn was glowing from the excess energy of a triple teleport. "Did you ju- but we were- and you are- never mind," the Doctor stammered, then sighed in defeat.

He began to search the theater all around him, scanning every inch of the theater as best he could. "Those columns there? Fourteen sides. I've always wondered but never asked." He turned back to Starswirl, "Why fourteen?"

"It was the design Marble thought best, said it carried the sound well," Starswirl explained nonchalantly.

"Fourteen, why does that ring a bell? Fourteen?" the Doctor ran a hoof through his mane as he looked around.

"There are fourteen lines in a sonnet," Gale suggested. He looked up at her, "So there is, good point, words and numbers following the same design. Ooh, fourteen sides, fourteen lines, fourteen shapes, oh my head!" The Doctor continued his rambling as he spun around.

"But it's just the theater," Starswirl said. The Time-Pony looked at the writer, trotting over to the stage, "Oh but a theater's magic isn't it? You should know, stand on this stage, with the right words and the right feel, you could make ponies cry. Or make them laugh. Or change them. You could change ponies' minds with words in this place."

"It's like your police box!" Gale exclaimed. "Small little box with all that magic packed inside!" The Doctor smiled at her, "Oh Nightengale I like you. Tell you what, Marble Column would know. Can I talk to him?"

"You get much out of him," Starswirl replied. "Make month after he finished this place, he lost his mind."

"What happened?" Gale asked curiously.

"Starting raving about witches, voices in his head, his mind was addled."

"Where is he now?"

"Blackbox," Starswirl said grimly.

"Blackbox?" repeated the Doctor.

"Blackbox asylum, the madhouse." (I stole Blackbox! Another author created it and his was a prison for ponies with dangerous cutie marks, search it! And, you, author of it are reading this, I just borrowed the name.)

"Right! We're going there right now, and not with magic!" the Doctor shouted, turning on his heel and trotted towards the door. Gale hopped off the stage and followed.

"Hold on! I'm coming to witness this first hoof!" Starswirl cried, jumping off the stage and going too. His assistants from the night before came trotting in the door as he went past. Starswirl stopped and turned to them, levitating a bundle of papers from his suit pocket, "Here's the final scene, copy it, hand it out, memorize it. And remember Spokes, project, make yourself look good, you never know, Princess Platinum might show up." His assistants nodded taking the script, Starswirl turned and followed his friends muttering, "As if, she never does."

He galloped hard, catching up to Gale and the Doctor. He called to her as he caught up and trotted along side her, "So, tell me about this Freedonia, where earth ponies can be doctors, actors, and writers?"

"This country's governed by two earth ponies," Gale retorted, meaning Chancellor Puddinghead and Smart Cookie.

"They are royalty, that's not our business, but I must say you are a royal beauty," the writer said with a smirk. Gale stopped and stared at him, "Whoa Starry, I know for a fact you have a wife in country."

"But Gale, this is town," he replied flirtatiously. The Doctor rolled his yes and galloped back over to them, "_Come, on!_ We can all have a good flirt later!"

"Is that a promise Doctor?" The Time-Pony's jaw dropped a little, "Oh, fifty two academics just punched the air now come on!"

* * *

><p>The mare and stallion that Starswirl had handed his scripts to were looking them over, the mare, Spotlight, grimaced. "'Friendships Won', I never think much of sequels. Never as good as the original."<p>

"Have you seen this last bit?" asked the stallion, Curtain Call, concerned. "He must've been nodding off when he wrote it!"

"Isn't that what most of his writing seems like?" asked Spotlight, checking the part. She smiled and got to her hooves, holding the script in her teeth. "Ah well, it ish mah part. Centah stage," she pulled out the script and began to read. "The light of shamdock's hollow moon doth shine out upon a point in space betwixt Dravidian shores-" she was cut off by a brisk cold wind that made her and Curtain Call shiver. But, she continued, "Drividian shores linear five nine three oh one six."

* * *

><p>Mother Bloodtide whirled towards their bubbling cauldron, "Somepny stirs the ether, too soon! Too soon!" Lillith looked at her mother, doll in hoof, and smiled.<p>

"Fear not dear mothers, this is only a glimpse of what is to come this night." The witches smiled grimly, enjoying the thought of "what is to come."

* * *

><p>"And strikes the fulsome grove of Rexel four!" Spotlight cried, as the wind reached a frigid crescendo. A large cloud of red smoke appeared in front of the stage, in it, appeared a skeletal bird like creature with claws and a long twisted beak, or maybe nose. It was floating there in its black cloak, looking at the actors.<p>

"By the moon, it's a spirit," Curtain Call gasped, eyes wide with fright. They stared at it, it stared at them. Suddenly, with and ear piercing shriek it dove at them, dissolving moment before it could lay a claw on them. Spotlight looked at Curtain Call, "We shall never speak of this again, lest somepony thinks us mad and locks us in Blackbox too."

* * *

><p>The sounds of an asylum, even an equestrian one, which are relatively small, was torture to the ears. A mix of sobbing, screaming, and unintelligible babbling from the few patients was nerve wracking. The keeper smacked one of the cages, where a teenage mare was screaming for freedom, to try and quiet her down as he led the Doctor, Nightengale, and Starswirl towards Marble Column's cell.<p>

"Do m'lords and ladies wished to be entertained?" the burly earth pony said, brandishing his whip. "I'd whip these mad mares, they put on a great show. Mad dogs in Blackbox."

"We do not," the Doctor snapped, knowing his friends would most certainly not like it. They reached a corner and the keeper motioned for them to stop, "Wait 'ere, I'll go make sure he's, decent." He turned and trotted away. Gale turned and glared at Starswirl, "This is what you call a hospital? Where ponies are whipped to _entertain_ the gentry? And you put your _friend_ in here?"

"Oh everything is so different in Freedonia," snapped Starswirl.

"But you're clever, do you honestly think this place does any good?"

"I've been mad," the writer growled. "I've lost my mind, fear of this place set me straight again. It serves it's purpose."

"Mad? In what way?"

"You lost your apprentice," the Doctor supplied, leaning against the bars of another cell.

"My best friend, my only friend," Starswirl said somberly. "The Cutie Pox took her, I watched as she danced to death because of those extra marks."

"I-I didn't know," stammered Gale, she felt really guilty now. "I'm sorry."

"It made me question everything," he continued, "the futility of this fleeting life. To be or not to be, oh, that's quite good."

"You should write that down," the Doctor suggested, remembering his favorite of Starswirl's works.

"Nah, bit pretentious." There was a whistle as the keeper returned, "This way m'lords, and lady." They followed him round the corner where he held open one cell door. Inside, a black pony with white speckles was huddled in a corner, wearing nothing but a pair of dirty rags on his head and a petrified look of fear.

"They can be dangerous, don't know their own strength," the keeper explained.

"I think it helps if you don't whip them," the Doctor snapped back, adding and extra glare at the keeper when he left. They entered the cell, the large metal door swinging shut, and locking, behind.

"Marble?" asked the Doctor gently, slowly walking towards the stallion. "Marble Column?"

"He's the same as he was, you'll get nothing out of him," Starswirl piped. The Tomeony glanced at him, then looked back at Marble. "Marble? Can you hear me?" He put a hoof on the mad Pony's shoulder, slowly getting him to look up.

* * *

><p>Lillith clutched her head in pain, wincing. "What is this? I must see!" She dashed to the cauldron, Doomtouch and Bloodtide by her side. They gazed into the bubbling green liquid, scurrying a young, chestnut colored stallion with old brown eyes.<p>

"The stranger, he was with Starswirl. I thought he smelt of something new," hissed Lillith.

"Now he visits the mad house, the architect," rasped Doomtouch angrily.

* * *

><p>"I'm the Doctor," he said quietly, kneeling down next to Marble, who was still watching with wide eyes. Gently, he put both hooves on the madpony's shoulders and pressed their foreheads together. "Go back, into the past. One year ago, let your mind go back. Back to when everything was fine and shining. All that has happened in this past year happened to somepony else, it's just a story. A fable. Let go." Marble began to relax, his eyes still wide with fright, but he was no longer petrified by what had been holding him before.<p>

The Doctor moved away, keeping his eyes contact with Marble, "Marble, tell me the story about the witches."

* * *

><p>"Who is this Doctor? Why does he come in our time of glory? Doomtouch, transport yourself, doom the Doctor. Doom his heart."<p>

* * *

><p>Marble's eyes darted around the cell as he spoke, not fully aware of his surroundings. But, despite this, he spoke.<p>

"Witches, they spoke to Marble," he said quietly. "In the night, they whispered to Marble, whisper. Got Marble to build the Globe to their design, _their_ design. Heh, heh ha ha!" He laughed a little hysterically for a moment, before continuing. "Then, when the work was done, they, they snapped miserable Marble's wits," he said, looking at the Doctor innocently.

"Where are they Marble? Where are the witches? Tell me, please."

"Eclipse road."

"Too many words," hissed a voice behind them. Gale yelped in surprise, the Doctor leaped to his hooves, backing away from the hag of a mare that had appeared near him and Marble.

"What the hell?" cried Nightengale.

"One touch," the witch hissed, "one touch to the heart."

"NO!" The witch laid a hoof on Marble's chest, he screamed, then collapsed completely, dead. She looked to them, smiling, revealing sharp fangs for teeth.

"Witch! I'm seeing a witch!" cried Starswirl, a mix of fascination and fear.

"Who will be next hm?" asked the witch. "Just one touch and I'll stop your frantic hearts, poor fragile mortals."

"Somepony! You've got to let us out!" Gale cried, backing away as far as she could.

"That won't work, the whole building's screaming that," the Doctor remarked, also backing away.

"Who will die first?"

"Weeeeelll, if you're looking for volunteers," the Time-Pony said, stepped ing forwards.

"No don't!" cried Gale.

"Can you stop her Doctor?" asked Starswirl.

"No mortal has power over _me_," she hissed.

"But there is power in words," the Doctor said. "If I can find the right ones, if I can just know you."

"No pony of Gaia knows of us!"

"Then it's a good thing I'm here. Now, equinoid females who use shapes and words to channel magic ha! That's it! Fourteen!" he cried triumphantly. "The fourteen stars of the Rexel planetary configuration!" He pointed his hoof at the witch, now quite frustrated, and with a confident smirk said, "Creature I name thee, Carrionite!" She screamed as he spoke her name, dissolving into thin air. There was silence for a moment.

"What did you do to her?" asked Gale.

"I named her," he explained. "That's old magic." The unicorns smiled, but then Gale frowned again. "But, if they're earth ponies, how can they control magic like this?"

"Well, you lot use yourselves to channel it," the Doctor said. "Given the right thoughts and patterns, you can even change your biology. Carrionites use words instead."

"Use them for what?" asked Shakesphere. The Doctor looked at them, hesitating, "The end of the world."

* * *

><p>"The Carrionites disappeared in the beginning of time, nopony was sure if they were real or legend," the Doctor explained as Starswirl readied himself for the performance. They had returned to his room at the inn. Gale had taken a seat in one of the chairs by the desk, the Doctor had removed his over coat and was leaning against the desk, both watched as Starswirl dressed in a newer, cleaner, suit than the one they'd been running around all day in.<p>

"I'm going for real," he said, wiping his muzzle once more with a wet rag.

"But what do they want?" asked Gale.

"Oh, a new empire? One of blood and bones and witchcraft," the Time-Pony replied.

"And how will they do that?"

"I'm looking at the pony with the words." Starswirl looked at them in partial shock, "Me? But I've done nothing."

"Hold on, what were you doing the night the Carrionite was in your room?" asked Nightengale.

"Finishing the play," he replied.

"What happened on the last page?" asked the Doctor.

"The boys get the girls, they all have abit of a dance, but the funny thing is, those last few lines, I don't actually remember writing them."

"That's it, they _used _you," the Doctor said, smiling despite himself. "They gave you the final words, like a spell, like a code. 'Friendships Won', it's a weapon. The right words spoken in the right place, with the shape of the globe as an energy converter! 'The play's the thing'! And yes you can use that." But they were running out of time, with the play starting at the theater just down the road, they were on the wire.

Starswirl pulled out a map he had of the small city, rolling it on the desk with his magic. The Doctor scanned the map with lightning speed, spotting Eclipse Road instantly. "There it is Gale, we'll track them down. Starswirl, you get to the Globe and stop that play. Do whatever you have to just stop it."

"I'll do it," Starswirl confirmed, pulling on his suit jacket. "For years I've been the cleverest stallion around, but compared to you I know nothing."

"Oi, don't complain," Gale said with a smirk.

"I'm not, it's marvelous. Good luck Doctor."

"And you Starswirl, 'once more unto the breach'!" With that, the time travellers raced towards the door, Starswirl calling after them, "Hey! That's one of mine!"

* * *

><p>From an upper box at the Globe theater, hidden from most, Bloodtide and Doomtouch watched the play with interest. In her hooves, Doomtouch held a glowing green crystal ball with a view of strange figures flying around impatiently.<p>

"Patience sisters," the witch warned. "Patience." They turned their attention back to the stage. The doors at the back flew open and Starswirl galloped onto the stage. "Stop the play!" The crowd groaned and shouted angrily, but he continued. "I'm sorry everypony, you will be given refunds, but this play must not be performed!"

Doomtouch scowled, but Bloodtide smiled. "Do not worry, i have the doll!" She held up Starswirl's voodoo doll, the smacked it on the head. Starswirl collapsed on stage as she did, completely unconscious.

"Somepony get him off the stage!" hissed one of the actors. Two of them picked him up and began to drag him off the stage. Curtain Call stepped forward in his clown costume, "Please forgive our irksome Swirl, he's been feeling ill and 'bout to hurl!" The crowd laughed, to the relief of the performers. Curtain Call did a little jig before returning to his place on stage.

* * *

><p>Nightengale and the Doctor didn't have to gallop far to reach Eclipse road. They skidded to a halt, looking both ways.<p>

"Eclipse road, but which house?" the Doctor asked aloud, frustrated.

"But, i know for a fact the world doesn't end in 2748," Gale interrupted. "Look at me I'm living proof!"He looked at her, "OH, how to explain the mechanics of the infinite temporal flux? Ah! I know, 'Dash to the Future'!"

"The radio play?"

"No, the book, yes the radio play! Lightning Fast goes back in time and changes the past."

"And then she starts to fade, oh Celestia! Am I going to fade?"

"Yes, you and the rest of the Equestrian race. it ends right now in 2748 if we don't stop it, but which house?" There was an unusually loud creak as the door to a large two story ouse swung open. "Make that, witch house?" The duo approached the house cautiously. They trotted up the staircase into the unlocked upper floor. Lillith was waiting for them.

"I take it, we are expected?" asked the Time-Pony.

"I believe death has been expecting you for a long time," Lillith said with a smile. Gale met it with a smirk of her own, stepping forward, "Right, it's my turn. I know how to do this." She pointed at the Carrionite and with a confident smile said: "Creature I name thee, Carrionite!" Lillith gasped dramatically, then chuckled. Gale looked at the Doctor, confused, "What went wrong? Was it my hoof?"

"The power of a name only works once," the witch explained coolly. "Observe, I gaze upon this mare and fail, to find a name for Nightengale." Gale's eyes rolled back into her head and she collapsed, the Doctor dropped to her side, "What've you done!"

"Sleeping, alas," Lillith replied. "Interesting, her name has less power. She seems to be out of her time somehow. And as for you, Sir Doctor," she met his eyes. "Fascinating, there is now name. Why would a stallion hide his title under such sadness? But _oh_, there is still one name that holds power."

"Naming won't work on me," he said quietly.

"But your heart grows cold," she purred. "Your past of horrid bad luck, but one small hope, a miss _Roseluck." _The Doctor's gaze hardened, he jumped to his hooves and stormed over to her, "Big mistake, because that's the name that keeps me fighting! The Carrionites vanished, where did you go?"

"The Eternals found the right word to banish us into deep darkness," Lillith replied, turning her back on him.

"What brought you back?"

"New words, new beautiful brilliant words from a mind like no other."

"Starswirl."

"His apprentice perished. The grief of a genius, grief without measure, madness enough to allow us entrance."

"How many?"

"Just the three. But the play tonight shall free the rest, we shall purge this planet of its species and the universe will return to the old ways of magic and blood," Lillith said, turning back to the Doctor and leaning in close.

"If you want to do that, you'll have to get through me," he said strongly. Behind him, Gale began slowly waking up.

"Such a shame though, my enemy does have such handsome features," Lillith mused, reaching up to stroke the Doctor's mane. He rolled his eyes, "Now that is definitely one type of magic that _won't_ work on me."

"We'll see about that," there was a small _snip!_ And she darted back, a pair os scissors in her hoof. The Doctor reached back to where she had reached, "What'd you do?"

"Little souvenir," she explained, holding up the scissors with his hair between the blades.

"Well give it back!" he reached for her, but the Carrionite spread her hooves and was pulled out the window, she hovered out there, as if standing on a cloud. The Doctor tried to follow, but stopped at the window with his hooves on the sill, "Now that's just cheating,"

"Behold Doctor, stallions to Carrionites are simply, puppets," she held up a little doll, and began wrapping the l;ock of hair around the head.

:You may call that a voodoo doll, but i call that an enchanted DNA replication module!" he cried.

"What use is your petty magic now?" she snapped, stabbing the doll with the scissor blades. The Doctor cried out in pain, he fell to the ground, just in time for Gale to see. Lillith cackled madly and flew, yes flew, off into the night. Gale scrambled to her hooves an rushed to his side, "Don't worry Doctor, I'm here, you're going to be alri- hold on a minute mister, two hearts?" He peeked open one eye, "You're making a habit of this."

He tried to jump to his hooves, but cried out again and dropped down, "I've only got one heart working! How do you ponies cope? I need you to restart it for me, hit me on the chest." Gale smacked him hard on the right side, causing him to gasp, "Other side!" She tried the other side, thankfully not warranting a painful cry. "On the back! No, left a bit!" With both hooves, she smacked him hard right on the back, he yelped, and froze for second. Then quickly leaped to his hooves, "Ah! Lovely, much better. Bada boomba! What're you sitting there for? Come on, to the Globe!"

As fast as their hooves would allow, they galloped out of the building and into the street. Weaving around other ponies quite haphazardly as they raced towards the Globe. Or, down some street.

"We're going the wrong way!" called Gale.

"No we're not!" the Doctor yelled back. But a moment later her called, "We are going the wrong way!" Somehow, after navigating through at least two extra streets, they reached a road with a view of the globe. Which had bright red lights glowing out the top. Uh oh, too late. "Stage door!" The time travelers raced into the theater, where they found Starswirl massaging his forehead and horn, both looked bruised.

"Stop the play! I think that was it, yeah I said stop the play!" the Doctor shouted.

"I hit my head," the play writer protested.

"Don't rub it, you'll go bald and need a hat." There was a loud scream from outside and the slamming of doors as the Carrionites imprisoned their audience within the theater. "I think that's our cue!" Starswirl got to his hooves and they raced on stage. The three witches cried as they entered, "Now begins, the millennium of blood!" The three of them together were raising the orb to the sky, from which a great red vortex of energy was beginning to form

Lillith looked down at the stage and hissed, "The Doctor! He lives! But too late, watch this world become a lifeless rock! The come, they come!" From the red vortex skeletal black caped creatures began flying out and spiraling into the sky, screeching and crying out. The Doctor turned to Starswirl, "Come on Starswirl! Histroy needs you!:

"But what can I do?" the writer asked.

"Reverse it!"

"How am I supposed to so that?"

"The shape of the Globe gives words magic, but you're the wordsmith, the one true genius! The only pony clever enough to do it!"

"But what words? I have none ready!"

"You're Starswirl!"

"But these Carrionites, they need such precision!"

"Trust yourself. When you're locked in your room, the words just come, don't they? Like magic. Words of the right sound, the right shape, the right rhythm. Words that last forever, that's what you do, Starswirl, you choose perfect words. Do it, improvise!" Starswirl took a deep breath and stepped forward, looking right into the vortex of monsters, "Close up this din of hateful dire decay, decomposition of your witches plot! You thieve my mind, consider me your toy, my devoted Doctor tells me I am not!"

"No! Words of power!" cried the Carrionites. hi im sarah the poop!

"Foul Carrionite specters, cease your show!" he continued, "Between the points-"

"Seven six one three nine oh!" the Doctor supplied.

"Seven six one three nine oh!" Starswirl cried. "Banished like a soldier's cuss, I say to thee-" he stopped, at a loss for words.

"Expelliarmus!" shouted Gale, making up a word, or thinking she was.

"Expelliarmus!" the Doctor repeated.

"EXPELLIARMUS!" Starswirl cried. The vortex began to revwerse, sucking the Carrionites back in, dragging them all inside the crystal ball once more.

"The deep darkness!" cried Lillith. "They are consumed!" The stage doors swung open, and hundreds of white papers came flying out.

"'Friendships Won'," the Doctor said, "There it goes." There was a bright flash of light and it was all gone Th ponies in the audience were looking around, scared, but fascinated. The somepony began clapping, soon, the whole audience was cheering.

"They think it all was special effects?" asked Gale, confused.

"Your effect is special enough," Starswirl said with a smile.

"Not your best line," Gale said. But, she took his hoof, joining the line of actors as they took a bow. The Doctor wasn't one of them however, he had gone back stage and up to the audience box where Lillith and the other Carrionies had been. On the ground lay there crystal ball, he picked it up with both hooves and examined it. He smiled a little, Lillith and bother her mothers were clawing at the glass on the inside, all looking like hags, screaming at him to set them free. Oh well, that's one souvenir that won't be on display.

* * *

><p>The next morning, Nightengale and Starswirl were at the Globe, exchanging jokes.<p>

"Then I say, a heart for a hart, a dear for a deer," Starswirl said, Gale just looked at him. "I don't get it."

"Alright, then give me a joke from Freedonia.'

"Okay, uh, Puddinghead walks into a cafe, and one of the waiters says: 'Hey, our delivery is here early'!" This got a laugh out of the writer, a small one but a luahg none the less. "That's brilliant, doesn't make sense, mind you, but never mind that. Come here." he put a hoof around her shoulders, making Gale blush, "I've only just met you!"

"The Doctor may never kiss you, why not entertain a stallion who will?" he asked.

"I don't know how to tell you this, oh great genius, but your breath stinks," said Gale. They were interrupted by the sound of trotting hooves as the Doctor joined them on stage, wearing this ridiculous tall blue hat and carrying a skull on his back.

"Good props back there," he complimented. "Not sure about this though, reminds me of a Sycorax."

"Sycorax," repeated Starswirl. "Nice word, I'll have that off you as well."  
>"I should be on ten percent," the Doctor replied with a smile. "How's your head?"<p>

"Still hurts."

"Here, got you this," he handed him the hat, which Starswirl did put on. "Might help a bit, and protect your eyes from the sun, although, you might want to keep it, suits you."

"What about the play?" asked Gale.

"Gone, i looked all over," the Doctor explained. "Every single copy of 'Friendhsips Won' went up in the sky."

"My lost masterpiece."

"You could write it up again," suggested Nightengale.

"Better not Starswirl, there is still power in those words."

"Oh, but I've got new ideas, perhaps it's time i wrote about teachers and their pupils, in memory of my apprentice, Clover," the writer mused. Gale's jaw dropped, "Clover?"

"That's her."

"Clover the Clever?"

"What's wrong with that?"

"Anyway," the Doctor interrupted, "time we were off. I've got a nice attic in the Tardis where those Carrionites can scream for all eternity, and I've got to take Gale back to Freedonia."

"You mean to travel on through time and space," Starswirl said.

"What?"

"You're from another world like the Carrionites," he explained. "And Gale is from the future, it's not hard to work out."

"That's, incredible, you are incredible!" the Doctor said.

"We are alike in many ways Doctor," he turned to Gale. "Nightengale, let me say goodbye to you in a new verse, a sonnet for my future mare." She blushed again, her blue coat turning bright red. "Shall I compare thee to a summer's day? Thou art-"

"Starswirl!" cried a pair of voices as Curtain Call and Spotlight cam racing in.

"You'll never believe it," Spotlight cried. "She's here! She's turned up!"

"Who?" asked Gale.

"The princess! She's here!" there was a trumpet fanfare and all eyes turned to the doorway. Princess Platinum, with a few silver streaks in her long purple mane, strode in with two pegasus soldiers following.

"Princess Platinum," the Doctor muttered, smiling. She looked up at them, and her eyes widened, "Doctor!"

"What?" he said in surprise.

"My sworn enemy!:

"What?"

"Capture him!"

"WHAT?!"

"Nevermind what, run!" cried Gale, jumping to her hooves. "Bye Starswirl!" then she and the Doctor raced out one of the side doors with a pair of angry pegasus following.

"What have you done to upset her?!" Gale asked as they ran.

"How should I know? I haven't even met her yet! That's time travel for you! But I can't wait to find out!"

_To be continued in, Gridlock..._

**ME: okay, important notice, if you are one of the following authors i need your pony OC's description so i can use them in the next episode. ROC95, CyclonOne, TwiLanes, TwilightJoltik (sorry if misspelled), and Golden Keyblade. I need them, just put the description in the review.**


	4. Episode 4, Gridlock

Doctor Whooves

_Gridlock_

**I'm going to share a secret with you guys. This episode started it all.**

**I watched it for the first time and thought: huh, I could easily change all those people in the cars into ponies. Then I remembered Time Turner, and how no one had actually done this yet. (I looked to be sure) and then, on April twenty seventh two thousand thirteen, I gave it a whirl and posted **_**Roseluck.**_** And here we are. So, enjoy!**

**"**_Salutations! This is Mango Calypso, with the traffic at ten fifteen," _a cheery voice said from the glitchy black and white television screen fitted into every hover car house in New New Manehatten. "_We've got reports of multiple stockpiles at junction fifteen._" There was a rumbling inside the car, "_And a spate of car jackings new fifth avenue. So take care now, and drive safely."_

The rumbling continued, shaking the two pony passengers about. They were both pegasus, Wonderbolts, a mare and stallion. It got even worse, sparks began to fly in their small car home. It wasn't a real house, more like a large human minivan with only driver seat and a bed/metal cot at to the back. Theirs was covered with old sports posters and trophies. But that didn't matter, something was trying to get them!

"It's getting in! Nothing will stop it now!" cried the mare, clearly panicking.

"I've notified the police, they'll be here soon," the stallion replied, wrestling with the steering stick but trying to stay calm. With his wing, he grabbed the radio and activated it, "Repeat! This is car one zero hot five, in need of urgent assistance, help us!" Instead of the kind voice of a police operator, the machine replied with subtitles: _"This is the police, thank you for your call, you have been placed on hold."_

"Please! You've got to help us!" the stallion protested.

"This is your fault, this is all your fault!" his partner cried as the shaking grew worse, "you lied to the computer! Told it we had three passengers! You told them three!"

"Repeat, urgent assistance needed, help us, please!" There was a massive crack as the back of the car was torn off. The Wonderbolt members screamed as their car really was ripped apart. And then, Mango Calypso returned to their little TV, smiling brightly. "_The temperature is a comfortable 36 degrees Celsius, the skies are a bright blue with few clouds all the way home. This is Mango Calypso, signing off, we're missing you already."_

**Dooweeooo! **

The Doctor looked up at Nightengale, he felt a little guilty. She was going home now, but he knew she didn't want to. But it was better for him to travel alone, so he wouldn't hurt anypony else. But, she looked really disappointed, sitting in the captain's chair as he piloted the Tardis. So, he cleared his throat, "I did say, one trip in the Tardis then back home. But, I suppose we could, stretch the definition a bit. One trip to the past, how about one to the future? How does that sound?"

She smiled, "No arguments from me."

"How about another planet?"

"Oh! Can we go to yours?" His voice caught for a moment, remembering his home, but he shrugged it off and said: "Nah! There's loads of other places!"

"Oh but come on though, planet of the Time-Ponies, that's got to be worth a look," Gale insisted, hopping out of her chair and trotting over to him. "What's it like?"

"It's beautiful," he said nostalgically.

"Is it like, you know, great big outer space cities, all spires and stuff?"

"I suppose it is."

"Great big cathedrals and temples?"

"Yeah."

"Lots of planets in the sky?" The Doctor knew he shouldn't be lying, that he should tell her Gallopfrey was gone, but he didn't. He started to describe his lost home as he remembered it, "The sky's a burnt orange, with the Citadel enclosed in a mighty glass dome, shining under the twin suns. Beyond the city, the mountains to on forever, slopes of deep red grass, capped with snow."

"Can we go there?" asked Nightengale hopefully. The Doctor was silent for a moment then he broke into a fake smile, "Nah! What's the fun for me? I don't want to go home! This is much better!" He started to gallop back around the console, flipping switches and such, the Tardis began to shake back and forth, "year five billion and three, planet New Gaia, second hope for the ponies of the original Gaia. We're slap bang in the middle of new new Manehatten." The shaking stopped, the Doctor ran towards the door, snagging his coat with one hoof and pulling it on. Gale climbed to her hooves and followed.

"Well, technically it's the fifteenth Manehatten since the original, so really it's new new new new new new new new new new new new new new new Manehatten," the Doctor continued, pushing open the door slightly, "most dazzling city in the world." Gale trotted out the door, really excited and got a face full of rain water in a soggy wet alleyway. "Gah! Time-Pony version of dazzling!" She used her magic to zip up her jacket as the Doctor joined her outside.

"Nah! Little rain never hurt anypony," he cried. "C'mon, let's get under cover." The galloped down the alleyway into, a street covered litter and large junks of trash. The little green buildings were made of plywood against concrete and steel walls, curtains of torn plastic blocked off one end of the street.

"This looks like regular Gaia to me," Gale remarked, "on a rainy Monday afternoon." Gale and the Doctor galloped under a steel covering, a blank computer screen waited. "Let's have a look." He pulled out the sonic and started to scan the screen, it flickered to life with grainy black and white, a mare was announcing with the New Manehatten logo by her head.

"_And driving should be clear and easy, with fifteen extra lanes open on the new Fillydelphia Expressway," _she was saying cheerfully. The screen changed to a view of a large city with flying cars zooming this way and that. The Doctor smiled and tapped the screen, "There we go! That's the view we had last time. This must be," he paused and looked around them, "the lower levels, under the base of some tower. An under city."

"You've brought me to the slums?" asked Gale.

"Much more exciting! It's all cocktails and glitter up there, this is the _real _city."

"You'd enjoy anything," she said with a smile.

"That's me," he replied with a smirk. "Oh look, the rain's stopping. Let's have a look around." He started out, but Gale didn't follow at first. "I when you said last time, was that with you and Roseluck?"

"Yeah, uh yeah it was."

"You're taking me to the same places you took her?"

"What's wrong with that?" he asked, confused.

"Nothing!" Gale replied hurriedly. Then under her breath muttered, "Ever heard the term rebound?" She trotted out from the awning, aware the Doctor was staring at her. The uncomfortable silence was broken when one of the wooden stands was opened up. A dirty, thin, grey colored earth pony looked out at them, "Well! How long ya been standing there for? Happy, you want happy!" He said this, with strange little white stickers sitting in his hooves with little green moons on them. Another stall banged open across the street from him.

"Customers!" the light blue pegasus cried, "We've got customers!"

"We're in business!" shouted another earth pony, opening her own stall. "Mum! Crack open the mellow and the read!" All three of them began shouting at once for the attention of the time travellers.

"No thanks," the Doctor said seriously. Gale stared at them in awe, "Are they selling drugs?"

"I think they're selling moods," the Doctor remarked, running a hoof through his mane.

"Isn't that the same thing?" she retorted. The attention was suddenly pulled off them as a young unicorn walked onto the street, she was dressed in a nice enough shirt, but over that wearing a dark shawl. She walked over to the earth pony mare selling the mellow stuff.

"What can I do for ya sweetheart?" she asked sweetly.

"I want to buy a forget," the mare said sadly.

"I've got that, what strength? How much you want forgettin'?"

"My mother and father, they went onto the Motorway."

"That's a shame, hold on just a moment." The shopkeeper went back and pulled a small white sticker from a drawer, she held it out to the mare, "Here, try this, forget 43. That'll be two bits."

"Wait," said the Doctor, trotting over to her as she levitated money to the shopkeeper, "your parents, what happened to them?"

"They drove off," she replied, looking at him with the patch in her magic.

"They might drive back."

"Everypony goes to the motorway in the end, I've lost them."

"But they can't have gone far, you could still find them, no don't!" She pressed the patch onto her neck before he could stop her. Her eyes were blank for a moment, then she shook it off, and _smiled_ at them. "I'm sorry, what were you saying?"

"Your parents?" the Doctor asked. "Your mother and father? They're on the Motorway?"

"They are?" she asked dreamily. "That's nice. I'm sorry, I won't keep you waiting. " and with that, she turned and walked away. Gale looked disappointed, "So, that's the Equestrian race five billion years in the future, off their heads on chemicals." The Doctor turned to say something when a door behind Gale flew open.

A pegasus and unicorn galloped out, the pegasus grabbing hold of Gale with his front two hooves, the unicorn keeping a chunky blaster aimed at the Doctor. "NO! Let her go!" the Doctor cried.

"I'm sorry, really I am but we just need three!" the unicorn protested, as she and her partner started inching back towards the door, dragging a fighting Nightengale with them.

"Whatever it is we can help but first you've got to let her go!"

"We just need three! I'm sorry!" And with that, she slammed the metal door shut and locked it. The Doctor sprinted after them, whipping out his sonic and opening the door. But they were already at the getaway car, Gale was still protesting.

"When the Doctor gets here he is so going to kill you!" she cried, "never mind him I'm gonna kill you myself!"

"Give her some sleep," the pegasus said, gripping her a bit tighter. The unicorn pulled out a sleep patch and tried to get it on Gale, "No! No! Don't you dare put that thing on me! No, don't, don't." She collapsed as the drug took effect. The unicorn looked up at her partner, together they lifted Gale into the car, van, capsule, thing, and onto the cot. The pegasus got into the drivers seat and started readying the vehicle, "Engaging anti-gravs." The unicorn shut the door and stayed by Gale.

The pegasus pulled a large switch, the car jerked and floated into the air. Just as it did, the door at the top of the stairway burst open. The Doctor galloped out and straight into the railing. As the car floated up and zoomed away he cried: "NIGHTENGALE!"

* * *

><p>The unicorn stepped away from Gale, relieved their passenger was alright. She trotted over and sat in the other driver chair, next to the pegasus, "She's alright, she's breathing. Looks rich, must've gotten lost."<p>

"She's worth her weight in gold to us," the pegasus replied with a smile. With his wing, he grabbed the radio and pressed the button, "Car four six five Diamond six, he have three passengers, requesting access to the fast lane." He let go of the button, and the computer replied: "_Access granted."_

"Yes!" the unicorn said happily, clapping her hooves. She wrapped one hoof around her partner as they drove off, Gale still unconscious behind them.

* * *

><p>As soon as he was sure they weren't coming back, the Doctor turned and galloped towards the road with the pharmacists again. All the hatches were closed, he went up to the nearest one and hammered on it with a hoof. The mare who'd sold the forget patch earlier opened it up, "Ah! Thought you'd come back, want some happy?"<p>

"Those ponies who were they? Where'd they take her?" the Doctor demanded. Across the street, the stallion vendor opened his window, "They've taken her to the Motorway."

"Looked like carjackers to me," the first vendor said.

"I'd give up now dude," the stallion said. "You won't see her again."

"He kept saying we need three, three, why three?"

"It's a fuel saving policy, you get special benefits with three passengers," the mare replied.

"The Motorway, how do I get there?"

"Straight down the alley, go all the way to the end, you can't miss it," she continued. The Doctor turned and started off, she called after him, "Tell you what, but some Happy! Then you'll be smiling love!" He turned back to look at her, then stormed back, "Word of advice, to all of you. Pack up, cash in, close down and leave."

"Why's that?"

"Because when I find her alive and well, and I _will_ _find her_ alive and well, then I'm coming back and this street is closing, _tonight!_" Then, with that the Time-Pony turned and galloped down the alley.

* * *

><p>Nightengale's eyes were still sticky with sleep, her vision blurry. The thought crossed her mind that she had passed out after magic practice, until the steel green lit metal ceiling came into focus. She heard voices too, a mare and a stallion's, discussing the better opportunities elsewhere.<p>

She rolled onto her side and looked towards the voices, one belonged to a yellow unicorn with, violet eyes? And a wrench for a cutie mark. The other was a stallion pegasus, with a spiky light blue mane and dark grey coat, his cutie mark was a couple of storm clouds. Both of them were wearing old jackets covered with, something.

Gale continued to try and focus, rubbing her neck, which was sore. She felt a small plastic thing under her hoof and pulled it off with magic. Immediately everything cleared up, sleep patch, foalnappers, the Doctor. She looked around quickly, spying a gun and snatching it in her magic. She aimed it at her captors, "Take me back, whoever you are, just take me back to my friend. I won't cause any trouble, just take me back."

They both looked back, surprised. The unicorn cleared her throat, "I'm sorry, that's not a real gun."

"Yeah, you would say that."

"Where would you get a gun from these days?" she asked, most desperate. "I wouldn't even know how to fire one!" Gale looked at the weapon in her magic, then set it down. "Nor me."

"What's your name?" the unicorn asked.

"Gale, Nightengale," she replied, climbing off the metal bed.

"Well I'm Sprocket and this is Thunder and I swear we're sorry. We're really really sorry. We just needed acces to the fast lane, and I swear, as soon as we arrive we'll drop you off so you can go back and find your friend."

"Seriously?"

"Absolutely, look," she pulled back her mane, revealing a small white sticker, "honesty patch."

"All the same, it's still foalnapping," Gale snapped, trotting towards the front of the vehicle. It wasn't very large, about five feet high, seven or eight feet wide, and maybe thirteen or fourteen feet long. At least one third of the width near the back was taken up by crates stacked on top of eachother full of food, another third by the cot/bed thing. "Where are we anyways?" The window in front was a nasty yellow brown color, as if it had been painted over, Gale couldn't see anything out of it.

"We're on the Motorway," Thunder said, looking at her, his hooves resting on the steering wheel.

"What's that then, fog?" asked Gale, squinting to try and see out the giant window.

"Those are exhaust fumes," Sprocket said.

"We're heading for New Ponyville, they say the air's so much cleaner out there," Thunder explained. "And we couldn't stay in Pharmacy Town because..."

"Well, because of me," Sprocket said bash fully. "I'm pregnant, we only found out last week. Scans say it's going to be a colt." Thunder took her hoof, both of them smiling. Gale looked from one to the other, "So, what am I supposed to do now? _Congratulate _my foalnappers?"

"Oh we're not foalnappers, not really," she protested.

"No? You're idiots! Having a foal and you're wearing that?" With her magic, Gale snatched the honesty patch off of Sprocket, who yelped in surprise. Gale tossed the patch away, "Not anymore."

"This'll be as fast as we can," Thunder said, waving a hoof in the air. "We'll take the Motorway out to the Hooflyn flyover and, then it's going to take a little while. Because there's only normal roads, it's slow, but direct."

"It's only ten miles," Sprocket added.

"Alright, how long is it going to take?" asked Gale.

"About six years," she replied nonchalantly. Without taking her eyes off the window, Gale blinked once, "What?"

"It'll be just in time for him to start school," Sprocket said happily taking Thunder's hoof again. Gale blinked again, shook her head, then asked: "Wait, six years? Ten miles in six years? How come?!"

* * *

><p>The Doctor soniced open the lock as fast as he could, and when it finally clicked dopey, he pocketed the device and galloped in. The Motorway was a sight to be seen, rows upon rows upon rows of cars stretching up to the ceiling, the lines of cars went endlessly in both direction. Nothing was moving, maybe one row in the whole thing. All of it was filled with the smog, and the longer he stood out there, the harder it was to breathe. He started coughing, struggling to get air of any kind.<p>

Just off the balcony, one of the car doors opened. A pony looked out, he was wearing a fighter pilot hat with goggles and a cloth tied across his muzzle. "Hey! You! What the hell do you think you're doing you little street strut? Get in or get out! Come on!" On instinct, the Doctor galloped forwards and climbed into the vehicle. The stallion slammed the door behind him.

Inside the car was a cheery colorful room, half blocked off with a curtain. A mare was in the passenger seat, pink-red with a curly black mane wearing a striped red sweater.

"Did you ever see the like?" asked the stallion, he had a Trottish accent. The mare handed the Doctor and oxygen mask, he slipped it over his muzzle and started to breathe out the exhaust. The stallion pulled up his goggles and pulled off his mask, revealing that he was not a pony, but an orange tabby cat pony.

"Just standing there, breathing it in!" continued the cat, "There's a story, way back, at junction twenty seven, this mare stood in the fumes for a solid twenty minutes, and by the time they'd found her, her muzzle had swollen to fifty feet!"

"Oh you're making it up!" groaned the mare.

"Fifty feet! Imagine trying to scratch an itch or something." The mare glanced back at the window and gasped, "Bran! We're moving!"

"Right, I'm on it!" The cat jumped dingo the driver's seat, put one paw on the steering wheel, and with the other, grabbed a large black and silver stick. He pulled the stick up, making the whole car jerk forward as the brake was released. But just as quick as it was released it was clamped back down, halting the vehicle's motion. "Twenty yards, we're having a good day," the cat said, leaning back in his chair. He looked back at the Doctor, "And who might you be sir? Very well dressed for a hitchhiker."

The Doctor pulled off the oxygen mask and smiled, "Thanks, sorry, hello I'm the Doctor!"

"Ah! A medical stallion," the cat said, lighting up with a smile of his own. "My name's Brannigan O'Malley, and this is the bane of my life, the lovely Ruby Shores."

"Nice to meet you," Ruby said with a smile.

"That's the rest of the family behind you," Brannigan continued, pointing at the curtain. The Doctor pulled it back, revealing a basket of colorful kittens on the bed. He smiled, picking one of the fluff balls up and petting it, "Aw, that's nice, hello. How old are they?"

"Two months," Brannigan replied, "poor souls, they've never known the ground beneath their paws." The Time-Pony looked at him, confused. "Kittens of the Motorway," Brannigan continued, saying it as if it were a common thing.

"What, they were born in here?" the Doctor asked shocked, gently he put the kitten back into the basket and turned to their parents.

"We couldn't stop," Ruby explained. "We heard there were jobs going, out in the laundries on Fire Island and, thought we'd take a chance."

"What you've been driving for _two months?_"

"Don't I look like a teenager," Brannigan said sarcastically. "We've been driving for twelve years!"

"I'm sorry?"

"Started out as newly weds, feels like yesterday."

"Feels like twelve years to me," Ruby said, staring out the window into the exhaust.

"Ah sweetheart, but you still love me don't ya?"said her husband jokingly, putting a paw on her shoulder.

"Twelve years?" repeated the Doctor. "How far have you come? Where did you start?"

"Battery park," Brannigan replied. "It's 'bout five miles back."

"You traveled _five miles_ in _twelve years?_"

"I think he's a bit slow," Brannigan said to Ruby.

"Where are you from?" asked Ruby.

"Never mind that, my friend's in one of these cars, she's been taken hostage," the Doctor said, rushing to the door. "I've got to find her, I should get back to the Tardis!" He pulled open the door, revealing just empty space and exhaust, "Too late for that! We've passed the lay by!" called Brannigan. The Doctor slid the door shut, "when's the next lay by?"

"Oh, six months?" replied the cat nonchalantly. Six, months. Well, that's not good.

* * *

><p>Nightengale watched as the cars sped by outside, they were dropping down through the lanes of cars, towards this 'fast lane'.<p>

"How many cars are out there." asked Gale curiously.

"I don't think anypony knows," Sprocket replied. She pulled a large biscuit (or bread roll is your are British) from a pack near her seat and offered it to Gale, "Hungry?"

"Thanks," she replied, taking the food. "How far down is this fast lane?"

"It's at the very bottom," Thunder explained. "Not many ponies can afford three passengers, so, it's empty down there. Rumor has, you can go up to fifty wing power down there!" Gale's eyes widened with fake surprise, "Wow, that's like, a lot. But, how're you supposed to live in here?" She looked around the small car, "It's tiny."

"Oh, we stocked up," Sprocket replied. "We've got self-replicating fuel, muscle stimulants for excercise, there's a chemical toilet in the back and all waste products are recycled as food." Gale paused, about to bite into the biscuit, and lowered it. She tossed it aside, "O-Kay then."

"Look! Another opening, this is brilliant," Thunder said with a smile, grabbing the radio with his wing. "Car four six five Diamond six on descent to fast lane, thank you very much!"

"_Please drive safely,_" replied the computer as they continued the drive down through the lanes.

* * *

><p>With the sonic in his teeth, the Doctor tried his best to hack into the car's communications, using the terminal at the back. Of course, this meant he had to be laying across the bed to get to it, but it'd be worth it to figure this out. The screen flickered and changed to a police badge. He spit out the sonic and grabbed the radio, "I need to talk to the police."<p>

"_Thank you for your call, you have been placed on hold,_" the computer replied monotonously.

"But you're the police!"

"_Thank you for your call, you have been placed on hold._" He groaned in frustration and reclipped the radio; the Doctor rolled off the bed onto his hooves, "Is there anypony else? I once met the Duke of Manehaten, anyway of getting through to him?"

"Oh, ain't you Lordy," Brannigan scoffed.

"I've got to find my friend!" the Time-Pony protested.

"You out can't make outside calls, the Motorway's completely enclosed," Ruby explained.

"What about the other cars?"

"Oh yeah, we've got contact with them, well, some of them. They have to be on your friends list," Brannigan said, pulling up the menu on the small screen beside the wheel. "Now, let's see who's nearby. Ah! The Fiction sisters!" He selected and order of numbers, 3-1-7-a-1, and a picture appeared on the monitor of two older mares, one blue, one red, both pegasus. Brannigan grabbed the radio and clicked the button, "Hello hello ladies, this is Brannigan here."

"_Get off the line Brannigan, your a pest and a menace," _one of the voices said, this was Rhyming Fiction.

"Come now sisters, is that anyway to talk to an old friend?"

"_You know full well we aren't sisters," _Rhyme replied stiffly. "_We're married."_

"Stop it with that modern talk! I'm an old fashioned cat!" joked Brannigan. "Now listen, I've got a hitchhiker here, calls himself the Doctor-"

"Hello! Sorry, um, I'm looking for somepony called Nightengale," the Doctor interupted, taking the radio. "She's been carjacked."

"_Wait a minute,_" said a new voice, Rhyme's wife, Historic Fiction. "_Might I ask, what entrance did they use?"_

_"_Where were we?" He asked Brannigan.

"Pharmacy town."

"Pharmacy town! About twenty minutes ago."

"_Just my luck to marry a car spotter," _groaned Rhyme.

_"In the last half hour, fifty three cars joined from the Pharmacy town junction," _said 'car spotter' explained.

"Anything more specific?" asked the Doctor.

"_All in good time. Was she carjacked by two ponies?"_

"Yeah, she was."

"_Ah ha! Here it is, only one of those cars was destined for the fast lane. That car was four six five Diamond six."_

"That's it! How can I find them?"

"_Now there I'm afraid I can't help you._"

"But we've got their number, we could call them on this!" the Time-Pony said hopefully.

"Not if their designated for the fast lane, that's a different class," replied Brannigan.

"_Did you try the police?"_ asked Rhyme.

"Yes, but they put me on hold."

"_You'll have to keep trying, there's nopony else."_

"Ah, thank you anyways."

* * *

><p>"Just ten more layers to go," Thunder noted, "we are <em>scorching!<em>" He was interupted by a loud growling, or shifting metal grinding, or, something. It was just a loud and somewhat scary sound.

"What's that?" asked Nightengale nervously. "It's coming from underneath."

"It's that noise," Sprocket murmured, "like Maple said, the stories are true."

"What stories?"

"It's the sounds of the air vents," Thunder said before Sprocket could reply. "Exhaust fumes go down, so at the base of the tunnel they've got air vents."

"But the stories are so much better," she continued. "They say, ponies go missing on the Motorway. Some cars just vanish, never to be seen again, because something's living down there, in the smoke. And if you get lost on the road, it's waiting." There was silence in the car, except for the distant roar of something huge. Thunder shook it off, "But like I said, air vents. Going down."

"But look out there," Gale said, staring into the fog. "Does it look like the air vents are working?"

"No," muttered Sprocket,

"So what's that noise?" There it was again, coming from all around them. Thunder shook his head again, "Nah, foal stuff. Car four six five Diamond six, on descent."

* * *

><p>"We've got to go down to the fast lane," said the Doctor resolutely. "Take me down."<p>

"Not in a million years," replied Brannigan just as strong.

"But we've got three passengers now," he protested.

"I'm still not going!"

"She's alone, she's lost, she doesn't even belong on this planet and it's my fault. I'm asking you Brannigan, take me down."

"It's no and that's final," interupted Ruby. "I'm not risking the kittens down there."

"Why not?" pressed the Time-Pony. "What happens down there?"

"We're not discussing it, this conversation is closed!" she said angrily.

"So we just keep on driving?"

"Yes," said Brannigan.

"_For how long?_"

"Until the journey's end!" The Doctor groaned internally, he had to find Gale. Who knows what was going to happen to her? He reached over and took the hoof held radio, "Mrs. Fiction? This is the Doctor, tell me, how long have you been driving on the Motorway?"

"_We were some of the first,"_ Rhyme replied, "_It's been twenty three years now."_

"And, in all that time, have either of you ever seen a police car?" he asked. Ruby and Brannigan both looked back at him, their looks something like suspicion.

"_I-I'm not sure,_" History replied nervously.

"Look at your notes, any police?"

"_Not as such._"

"Or an ambulance?" the Doctor continued. "Rescue Pegasi? Anything official? _Ever?_"

_"I can't keep track of everything!" _she replied shrilly.

"What if there's nothing out there, eve-" Brannigan grabbed the mic back, "They were doing you a favor!"

"Well somepony's got to ask," the Doctor replied, "You may not want to talk about it, but it's there, in your eyes. What if the traffic jam never stops?"

"There's a whole city above us!" protested Brannigan, "The mighty city state of New Manehatten! They wouldn't leave us!"

"Then where are they eh?" he continued, his voice taking on a grave tone. "What of there's no help coming? Not ever? What if there's nothing? Just the Motorway, with the cars going round and round and round, never stopping _ever_."

"Shut up!" cried Ruby, panicked, "Just shut up!" Suddenly, Mango Claypso reappeared on the car's monitor in her flickering black and white. She smiled, "_This is Mango Calypso, and it's that time again. The sun is hovering just over the new Eternity's Sea, a perfect scene for this evening's remembrance."_ A sound began to hum through the air, the combination of music and voices, Brannigan looked back at the Doctor. "We're not alone, so long as we have each other."

"_And to those of you out on the road, we are so sorry. Drive safe._" And with those final words, the ponies of the Motorway began to sing. This wasn't like a normal pony song, it was slow and sad, but beautiful. Brannigan and Ruby sang with it, fifty layers down, Thunder and Sprocket began to sing too.

_"The sun, so long, we've missed it's shine,_

_The moon, it's glow, and starry nights, _

_The rain and wind and storms, _

_the world we left behind._

_"We want to come, back home,_

_But we're trapped down here,_

_In a world of lost ponies and dreams._

_"Yet we hope, for a day,_

_When we, can return,_

_To the world, we miss and want."_

Gale put a hoof over her mouth to keep from crying. All these ponies, poor souls lost in the metal underground. Thunder glanced back at her, before looking at the monitor again, "We made it. The fast lane." And as the last notes of the song were fading in the air, their car dropped down another level, and took off into the clear lanes.

* * *

><p>The Doctor sighed as the song finished, "If you won't take me down, I'll go down myself." He turned and trotted to the center of the car, moving stuff aside, Brannigan and Ruby stared at him.<p>

"What do you think our doing?" he asked confused as the Doctor pulled out his sonic. He scanned the hatch in the floor, it popped loose and he pulled it out. With the device in his teeth, the Doctor pulled off his coat and tossed it to Ruby.

"Find in' mah own way, I usually do," he looked up at her, "Ta'e care of dat. I loved dat coat, Rari'y ga'e me dat coat."

"But you can't jump!" Ruby cried.

"If ish any consholashun, Ru'y, righ now Ahm 'avin' ki'ens," he said through the screwdriver.

"This Nightengale, she must mean an awful lot to you," Brannigan noted as the Doctor crouched next to the opening.

"Hard'y know 'er," he replied. "Ah was to busy show in' off. An' Ah lie' to 'er, couldn' help it, jus' did." He paused for a second, "Well, bye den!" Another car had pulled underneath theirs, the Doctor dropped out of the opening, hanging on the edge with his forehooves then dropping down. Quickly, before he inhaled to much exhaust, he soniced a square off the roof, opening a trapdoor into the next car. He jumped inside, landing right next to the bed.

The bed had been converted to a desk, covered with bits and bobs of machines. The driver, a pegasus mare with a dark red brown mane and a lighter coat of the same color whirled around and stared at him. "Who the hell are you?!"

"Shorry, Motorway hoof pashrol," the Doctor said, sonicking the next door. "Ahm doin' a shurvey, how hash your Motorway experience been?"

"Well, I haven't been able to leave Junction Five's been closed for five years," she replied stiffly and a little sarcastically. Pop, the next hatch opened up, a car was already waiting underneath.

"Shank you, your commen's 'ave been no'ed, 'ave a nice day!" cried the Doctor, before hanging out the next opening. He landed down on the next car and opened it up, quick as before, he had to use his hooves to operate the sonic this time because he was coughing on the exhaust now. The next car had star charts and scientific notes covering the the walls. The driver, was a dark blue unicorn with an indigo mane. His passenger was a silver unicorn with a fiery orange mane. He asked them the same questions, then opened the bottom hatch and jumped through to the next car.

This one was decorated and filled with dumbells and workout sheets. A peach colored earth stallion with light brown hair was weight lifting in the driver's chair when the Doctor dropped in. There was a blue bandana on the bed, the Doctor grabbed it and asked, "Can I borrow this?" And without waiting for an answer he began to tie it around his muzzle like a bandit, "Thanks, not my color but it'll do. Thank you very much!" Next hatch, next car.

A library like car with a light green unicorn mare and a turquoise red streaked mane. A sports decorated car, home of a pair of grey griffins. A video game car with a pair of Pegasi playing on a laptop. And so on.

* * *

><p>"Try again," urged Sprocket as their car hovered outside the turnoff. Thunder pressed the screen, trying to get access to the Hooflyn turnoff.<p>

"_Hooflyn turn off 1, closed," _the computer replied.

"Try the next one," she begged.

"_Hooflyn turn off 2, closed,"_ it said again.

"What do we do?" cried Sprocket, beginning to panic. Thunder put a hoof on her shoulder, "We'll keep doing the loop. We'll go round once more, and by the time we get Barack, they'll be open." As soon as the words left his mouth, the car shuddered, accompanied with a growl of something huge.

"Still calling that air vents?" asked Nightengale nervously.

"What else could it be?" asked the pegasus. The car shuddered again, worse this time.

"What the hell is that?" cried Sprocket, terrified.

"It's just the hydraulics," Thunder said.

"It sounds alive," muttered Gale, listening intently.

"_Car 4-6-5-diamond-6, calling car 4-6-5-diamond-6, do you read me?!" _called a desperate mare's voice over the radio. Thunder grabbed the radio, "This is car 4-6-5-diamond-6. Who's there? Where are you?"

"_I'm about fifty yards behind,"_ the voice replied. There was a deep rumbling over the radio and the sound of sparks. "_Can you get back up? Can get back on the Motorway?"_

"We only have permission to go down," Thunder replied. "We need the Hooflyn fl-"

"_It's closed, go back up!" _she interupted, the back ground rumbling getting louder.

"We can't, we'll just go round."

"_Don't you understand? They're always closed! We're stuck down here and there's something out there in the fog! Can't you hear it?"_ A massive roar echoed around the car.

"That's the air vents," protested Thunder.

"_Celestia what are you some stupid foal? __**Get out of here**__!"_ There was a loud crack and a pair of foalish screams, this mare had fillies in her car!

"What was that?" asked Thunder, starting to panic.

"_It's got us!" _she cried frantically. "_We can't move!"_

_"_What's happening?" cried Thunder.

"What is it? What's got you?" cried Nightengale.

"_Hold on! Just drive you idiots! It's here! Get out of here n-AAAH!" _Three screams echoed over the line before it went dead.

"Hello? Are you alright?" asked Thunder nervously.

"Just drive!" cried Gale. "Do what she said and get us out of here!" The rumblings and growls were getting worse. "But where?" asked Thunder.

"Forwards, and fast!" Thunder slammed his hoof down on the accelerator and they rocketed forward, away from whatever was out there.

* * *

><p><em>"Capsule, open."<em> Storytale jerked up, what the? She spun around just in time to see the Doctor dropping into her paper covered car. He pulled off the bandana, pocketed the sonic, and leaned against the wall, breathless.

"Who are you?" she asked, shocked. He looked up at her, "Sorry, Motorway hoof, patrol, whatever. Have you got any water?" The earth pony nodded, reaching behind her into a special pocket and pulling out a water bottle.

"Certainly, I'll never let it be said that I've lost my manners," she said, handing it to him. He opened it and took a large swig. The Doctor looked out the window, starting to catch his breath, "Is this the last layer?"

"We're right at the bottom," Story said, "Nothing more below us but the fast lane."

"Can we drive down?" asked the Time-Pony.

"There's only two of us."

"Couldn't we just cheat?"

"Well, I'd love to but it's an automated system, the wheel would lock!" she said, somewhat sarcastically.

"Then excuse me." He trotted back over to the center of the car, pulling the sonic back out of his suit pocket and starting to unlock the bottom hatch. "What're you doing? You can't jump it's a thousand feet till the bottom!"

"No, I just want a look," he replied, pulling open the hatch. Nothing, that's what was below them, nothing but smoke. And, little red lights, moving around in the gases. When he opened the hatch, a sound was able to enter the car completely, growling and roaring, as if those lights were part of some giant beats.

"What's that sound?" asked the Doctor, looking up at Storytale.

"I-I try not to think about it," she replied, wrapping her hooves tighter around the wheel.

"What are those lights?" he muttered. "What's down there? I need a better look!" He put the sonic in his mouth and moved over to the car's computer, right by Story. He started scanning, muttering to himself, "Dere's got tah be shome sort of ventalation, maybe if Ah could shend a pulse t'rough dis t'ing, I coul' trip da system. Give us a bit of a breeze!"

* * *

><p>Meanwhile, forty five rows up, where Brannigan and Ruby were sitting in there car, somepony began to saw through the ceiling! Well, to be fair, it was more like blowtorching it open, but their were forcing their way into the car.<p>

"Oh great! Just what we need, pirates!" cried Brannigan exasperated.

"I'm calling the police!" shouted Ruby. Whoever it was finished forcing open the hatch, it clattered to the ground. And then, a fellow cat looked in, her fur laced with white now, wearing a grey nun's hat, and holding a blaster of some sort. She aimed it at the driver's, "The Doctor, where is he?"

* * *

><p>A wire here, a sonic it once more and, "That's it!" the Doctor cried, dropping the sonic and jumping to his hooves. "Might shift the fumes a little bit!" He pocketed the device and knelt next to the opening. The exhaust fumes didn't vanish entirely, but now he could see what was down there.<p>

"What are those things?" asked Story nervously.

"They're alive," muttered the Time-Pony. Giant claws snapped up at them, massive ones capable of destroying a car in a single swipe. With it came large shelled bodies and those tiny beady red eyes.

"What the heck are those?!"

"Macra," he replied grimly.

* * *

><p>Macra clawed and swiped at a small object flying around them, their claws banged into it and smacked it, but never caught it. And yet, they were slowly catching it. Thunder was putting the pedal to the metal, trying as hard as possible to make the car go faster. Sprocket was panicking beside him, Nightengale was trying to keep a cool head but was thoroughly scared.<p>

"Go faster!" begged Sprocket.

"I'm at top speed!" he cried back, having to yell over the shaking and banging.

"We need to go back up!" said Gale urgently.

"_No access above_," said the computer.

"But it's an emergency!" cried Thunder.

"_Thank you for your call, you have been placed on hold,"_ said the police. Suddenly, in all the chaos, Gale got an idea.

"Turn everything off," she said.

"What?!" cried both of the drivers.

"Just listen, how're they finding us? It might be the light, sound of engines, the heat, whatever, but if we turn it all off they won't be able to find us," she explained trying to stay calm.

"What if you're wrong?" demanded Thunder.

"It can't be any worse than this now do it!" Gale cried. He sighed, but flipped a few switches and the car went dark. The sounds outside stopped, so did the rumbling, the car was motionless in mid air.

"They've stopped," whispered Sprocket.

"Yeah but they're still out there," muttered Thunder.

"How'd you think of that?" she asked Gale.

"Read it in a book, used to do it during griffin air raids, but the problem is, I can't remember what they did next," she said sheepishly.

"Well you better think of something, we've lost the air com, with out it, we won't be able to breathe," explained Thunder.

"How long have we got?"

"Eight minutes, max."

* * *

><p>"Macra used to be the scourge of this galaxy," the Doctor explained solemnly. "Gas, they fed on gas, the filthier the better. They built up a small empire using ponies as slaves to mine gas for food."<p>

"They don't look like empire builders to me," Storytale noted, coming over and looking down.

"That was billions of years ago, billions. They must've devolved down the years," he explained, waving his hoof for effect, "now their just beasts. But they're still hungry, and my friend's down there." _Clang!_ A loud bang came from the roof, Story and the Doctor jumped to their hooves. She groaned, "My gosh it's like New Times Square in here!"

"I've invented a sport," the Doctor joked as somepony in a large white gown dropped in, it was the cat who'd ambushed Brannigan and Ruby. She got to her paws and smiled at the Doctor, "Doctor, you are a hard stallion to find."

"No guns! I'm not letting guns in my car," Story snapped.

"I only brought this in case of pirates," the orange white tabby cat replied. "Doctor, you've got to come with me."

"Do I know you?" asked the Time-Pony.

"You haven't aged a day," she muttered. "Time has been less kind to me." He put a hoof under her chin, taking a good look at her. "Novice Hame!" Hame smiled, glad to be rocognized after so long. "No, hold on, get off, last time we met you were breeding ponies for experiments."

"I've sought forgiveness," she said happily. "For so many years, under his guidance. And if you come with me I might be able to finally redeem myself."

"I'm not going anywhere," he replied strongly. "You've got Macra living beneath the city! Macra! And if my friend is still alive she's trapped down there."

"You've got to come with me right now," growled Hame.

"No no no, you're coming with me, we've got three passengers now!"

"I'm sorry Doctor," Hame replied, grabbing his hoof, "but the situation is even worse than you can imagine. Transport!" She pressed a button on a device around her paw, the Doctor's eyes widened in suprise, "No no wait!" And they vanished in a flash of blue.

Storytale just stood there, staring at where they had been. What the heck was that all about?

* * *

><p>The Doctor picked himself off the floor, "Rough teleport." Hame also got to her paws, all around them looked destroyed, or at least partially collapsed. But it was dark, all except for the light of the sun shining through a window. The Doctor turned to Hame, "You can go straight back down there and start teleporting ponies out of there. Starting with Nightengale."<p>

"I only had power for one trip," she snapped back, dusting her robes off.

"Then get some more!" he cried. "Where are we?"

"High above, in the over city," she said, her voice taking on a solemn tone.

"Good, because you can tell the senate of New Manehatten that I'd like a word," the Doctor said angrily. "They've got hundreds of ponies trapped down there, millions!"

"But you're inside the Senate right now," said Hame, pressing a button on her wrist device. "May the Goddess Santori bless them." The windows opened a bit more, revealing a senate populated by skeletons. Pony skeletons, griffin skeletons, even a small dragon's, but that wasn't the point, they were all dead. And, as if sensing the Doctor wanted to know what had happened, Hame said: "They all died, Doctor. The city died."

"How long has it been like this?"

"Twenty four years," the cat replied.

"All of them? Everypony? What happened?"

"A new chemical, a new mood," she said solemnly, walking over to a skeleton on the ground. Of it's neck, she pulled off the white sticker, "They called it Bliss. Everypony tried it, they couldn't stop. A virus mutated inside the compound, it soon became airborne. Nothing could stop it, it killed everything it came into contact with, even the virus perished in the end. It killed the whole planet in seven minutes. There was just enough time to seal off the under-city. Those ponies on the Motorway aren't trapped, Doctor, they were saved."

"So the whole thing is running on automatic?"

"There's not enough power to get them out. We did all that we could to keep the system from choking."

"Who's 'we'?" asked the Doctor, a little confused. "How did you survive?"

"He protected me," she said, smiling a little, "and he has waited for you, all these long years."

"_Doctor." _The. Time-Pony's ears went straight up, he didn't actually hear the words, they were telepathic. And he knew that voice, only twice before had he heard it. Once on Platform One, and once again in the hospital. "The Face of Boe!" He turned and galloped towards the direction the voice had come from, rounded a corner, and skidded to a stop. There he was the Face of Boe, surrounded in his fishtank life support system by computers and wires.

_"I knew you would come_," it said, sounding partially relieved and very tired.

"Back in the old days, I was made his nurse as a penance for my sin," said Hame quietly, joining them in the small area.

"Old friend, what happened to you?" asked the Doctor, putting a hoof against the glass.

"_Failing,_" the Face replied weakly.

"He protected me from the virus by shrouding me in his smoke," Hame explained quietly. "But with no one to maintain it, New Manehatten's power died. The under city would've fallen into the sea."

"So he saved them."

"The Face of Boe wired himself into the mainframe. He's giving his life force just to keep things running," she continued.

"But there are other planets out there," the Time-Pony said, looking back at her, "You could've called for help."

"The last act of the senate was to declare New Equestria unsafe, the automatic quarantine lasts for one hundred years."

"So the two of you stayed here, on your own, for all this time."

"We had no choice."

"Yes, you did," the Doctor replied, looking around them at the barely working electronics.

"_Save them Doctor,_" said the Face. The Time-Pony looked at it, and nodded. He would save them, he had to.

* * *

><p>"How much air have we got left?" asked Sprocket. It was getting hard to breathe in there, and hot. Thunder checked a gauge on the console, "Two minutes."<p>

"There's always the Doctor," Gale noted. "That friend of mine, he could think of something."

"Nightengale, nopony's coming," Thunder replied.

"He looked nice," said Sprocket.

"He's a bit more than that."

"Are you and him...?"

"Sometimes I think he likes me, other times I think he just needs somepony with him."

"I never asked, where's home?"

"Its a long way away," she replied. But, the more she thought about it, "I didn't really think I just, followed the Doctor. They don't even know where I am! My mum and dad, if I died here, they'd never even know."

"So uh, who is he then? The Doctor?" asked Thunder.

"I don't know, well, not really, there's so much he never says," she muttered.

"So that means out only hope right now, is a complete stranger?" said Sprocket. "Well that's no good!"

"But you haven't seen the things he can do," Gale continued, "believe me, if anypony can save us right now, it's him. Just trust me, you've got your songs, and your faith, and I've got the Doctor." There was a moment of silence, then Thunde nodded. "Right." He started to activate the car again, as soon as the first lights clicked on, the growling resumed.

"Good luck," said Gale, bracing herself. Thunder looked at Sprocket, then her, "And you." He slammed down the accelerator and they rocketed off, dodging through the massive claws outside. But they wouldn't last very long.

* * *

><p>The Doctor smiled as the numbers 4-6-5-diamond-6 appeared on the screen. "Car 4-6-5-diamond-6, it still registers! I knew she was okay!" He sprang back into action, pulling it the sonic and starting to buzz it on a piece of tech next to a large switch. "Hame! Hold down all those switches! Think think think, take the residual energy feed it back through the loop, invert it into the electricity grid,"<p>

"But we haven't got any power," Novice Hame called, doing as he said to.

"You've got power, you've got me! I'm a whiz with computers just watch me," he said, plugging a couple wires together. "I can't power up the city entirely, but all the city needs is ponies!"

"So what're you going to do?" asked Hame. The Doctor put both hooves on a large switch, "This!" But, instead of all the computers lighting up, it all shut down. "What?! No no no no no no no!" He knelt down next to the switch, "The transformers are blocked, it can't get through!"

"_Doctor,_" thought the Face.

"Yeah, not now!" he shouted back, starting to open up the controls.

"_I give you my last._" And he did, a wave of energy flew through the machines, a combination of magic and psychic energy pushing the electricity through. The Doctor looked up in surprise, he jumped to his hooves, reseting the switch. "Hame! Look after him, don't you go dying on me you big face! You need to see this, the open road!" He threw the switch, and something began to happen down on the Motorway.

A great rumbling began to echoe down to the cars below, Brannigan and Ruby could hear it.

"What is Celestia's name is that?" asked Ruby, tightening the grip on her basket of kittens.

"What's happening?" muttered Brannigan, leaning forward so he could look up through the cars. As he did, a bright light came streaming down from above as the roof of the Motorway opened up. Sunlight, real honest to Luna sunlight. Many drivers began to laugh in triumph as the light reached their cars, then suddenly, their computer screens all lit up.

"_Sorry, no Mango Calypso, she was just a hologram, I'm the Doctor_," said a smiling Time-Pony over the radio.

"He's a magician!" cried Brannigan.

"_And this is an order, drive up, fast._"

"Is he serious?"

"_I've opened the roof of the Motorway, so drive on up! The whole under city, everypony come on, drive up! We need to clear that fast lane."_

"Did I tell you Doctor? You're not bad sir, not bad at all!" cried Brannigan happily.

* * *

><p>"<em>Oi! Car 4-6-5-diamond-6! Gale! Drive up!<em>" cried the Doctor from Thinder and Sprocket's car. Gale cried out: "That's the Doctor!"

"We can't drive up, we'll hit the layer!" cried Thunder over the shaking.

"Just do as he says, go up!" cried Gale. Thunder pulled back on the steering wheel, angling the car up and out of the fast lane. And when he did, bright sunlight came streaming into their car and the shaking stopped.

"It's daylight," said Sprocket, eyes widening. "Oh my gosh that's the sky the real sky!"

"He did it! Yes he did it!" cried Gale happily.

* * *

><p>"You keep on driving, because it's here," the Doctor looked out the small window beside the Face of Boe's tank, "the city of New Manehatten, and it's just waiting for you." Cars were flying out into the sky, soaring into the city. Some had been abandoned midair while their pegasus and griffin drivers went for a much awaited flight. "And don't forget Brannigan, I want that coat back."<p>

"_I think that's a fair bargain sir!"_

"And 4-6-5-diamond-6, I've sent you a flight path, come to the senate."

"_On my way!"_ replied Gale happily.

"Nightengale, been awhile since I last saw you."

"Doctor!" cried Novice Hame. He whirled around, just in time to see cracks spreading across the glass of the Face of Boe's tank.

* * *

><p>Gale galloped into the door of the senate, eager to see her friend but skidded to a stop. First thought, skeletons, second, was one of them the Doctor?<p>

"Doctor?" she called nervously.

"Over here," she heard him say. Immediately relieved, she followed his voice, "Doctor I-" and stopped again. There was a giant head with tentacle things lying on the ground surrounded by glass, and a cat pony in white robes kneeling beside it. The Doctor was kneeling there too, he looked up at Gale, "Its the Face of Boe, it's alright, come and say hello. And this is Hame, she's a cat. But don't worry, he was the one who saved you, not me." Gale slowly stepped forwards and knelt down next to the Doctor.

"My lord gave his life to save the city, and now he's dying," Hame said sadly.

"No, don't say that," said the Doctor, "not old Boe, plenty of life left."

"_It feels good to breathe the air once more,"_ the Face thought, sounding happier than he had before.

"Who is he?" asked Nightengale, curious.

"I don't know," the Doctor replied honestly. "Legend says the Face of Boe has lived for billions of years. Isn't that right? Why would you give up now?"

_Everything has it's time_," the Face said. "_You know that more than anypony Doctor."_

_"_The legend says more," Hame said.

"No, there's no need for that," the Doctor interupted.

"It is said that the Face of Boe will speak his final secret to a traveller."

"No, not yet. Who needs secrets eh?"

"_I have seen so much, perhaps too much,_" the Face of Boe thought. "_I am the last of my people, as you are the last of yours Doctor."_ Gale cocked her head to the side, what was he talking about?

"That's why we have to survive," the last Time-Pony insisted, "Both of us, please, don't go."

_"I must, but know this Time-Pony,"_ and with his final breath the Face of Boe actually spoke.

"You are not alone." His great eyes closed, and that was it. The Face of Boe was dead. Novice Hame began to cry, her only companion for twenty four years was gone. Slowly, the Doctor stood and stepped back, those last words still ringing in his ears. It wasn't to true, couldn't be true, impossible. Gale stood and stepped away from the Face, she rested her head on the Doctor's shoulder, he wrapped a hoof around hers. It was over.

* * *

><p>Night had fallen over Manehatten, all over which ponies were settling back down, finding new homes and rebuilding what had been left behind in the upper city. Beneath, the shops in Pharamcy town were closed when the Doctor (with his long coat) and Nightengale trotted back towards the Tardis.<p>

"All closed down," the Time-Pony said with a smile.

"Happy?" asked Gale.

"Happy happy," he replied. "New Manehatten can start again, and they've got Novice Hame. Just what ever city needs, cats in charge."

"But what did he mean, the Face of Boe, you are not alone?" asked Gale.

"I don't know," the Doctor lied.

"You've got me, is that what he meant?" she continued.

"I don't think so, sorry," he said, still walking.

"Then what?"

"Doesn't matter, c'mon, to the Tardis, off we go." Gale straightened up, she grabbed a wood box with her magic, dragged it ove and sat down. The Doctor turned and looked at her, "Are you staying then?"

"Till you talk to me properly, yes," she replied stiffly, crossing her forehooves. "What does it mean?"

"It really doesn't matter," he insisted, lying through his teeth. Suddenly, they both heard something, once again, the city was singing.

"_Now, that we're free we can see the sun,_

_We can see the stars and moon!"_

"It's the city, they're singing," Gale said in awe.

"_A new home, a new hope!_" The Doctor sighed, he grabbed his own box with one hoof and sat down across from Gale. He met her eyes, "I lied to you. I lied, because I liked it. I could pretend, just for a while, that they were all still alive, under that burnt orange sky."

_"A place we belong, but one that we share!_"

"I'm not just a Time-Pony, I'm the last Time-Pony. The Face of Boe was wrong, there is nopony else."

"What happened?"

_"Through hell and hope we band together."_

"There was a war, a time war, The Last Great Time War. My race fought another called the Daleks, for the sake of all creation, and we lost. Everypony lost. They're all gone now, my family, my friends, even that sky."

"_We were together, one as a team._"

"Oh you should've seen it, my old planet. The second sun would rise in the south, and the mountains would shine. The leaves on the trees were silver, and when it caught the light, it looked like a forest on fire..."

_To be continued in, Daleks in Manehatten_

**ME: and done. This one was a bit tricky, inserting peoples' OCs into scenes of it, but it worked out yeah?**

**Gale: can I do the disclaimers? **

**Me: of course.**

**Gale: Doctor Who is under copyright of the BBC and My Little Pony Friendship is Magic is copyright Hasbro. See ya next time!**


	5. Episode 5, Daleks in Manehatten

Doctor Whooves

_Daleks in Manehatten_

**This time on Doctor Whooves, we visit the original Manehatten and, well, you can figure out the rest. Trouble.**

**PS. Kudos to whoever spots all the references!**

Backstage at the small Starstruck Theater, near to Bridleway Manehatten, everypony was rushing about, readying for the big show. Eight pegasus mares, painted coats and manes styled to match, wearing sparkly red blouses and skirts and dragon-like wing extensions, readied for the performance. One of them knocked a hoof on the star's door, "Uniqua! Leave him alone!" She called this because the earth pony star of the show, Uniqua Stone, had been in there making out with her coltfriend for a solid five minutes.

The two of them broke apart, "It's nearly show time Sky, I got to go." Her grey and white earth pony coltfriend smiled, "Just promise me you'll come this Sunday. My mom will kill me if she doesn't get to meet you."

"But what if she doesn't like me?" Uniqua asked meekly. She may have been an excellent performer, but this, this was different.

"Uniqua, she'll love you as much as I do," Sky replied.

"Oh, you always say the sweetest things," she said with a smile, giving him another peck on the cheek.

"It's true! Now, promise me you'll come."

"I promise, cross my heart hope to fly, stuck a cupcake in my eye," Uniqua said with a chuckle. Sky glanced down at himself, and with one hoof, pulled the white rose pinned on and handed it to her. "Here, take this sweetheart, wear it onstage and think of me."

"Uniqua!" called an impatient voice.

"I'm coming!" she snapped back, "Quit hollering!" She took the rose from him, tucking it behind her ear, "How do I look!" She spun around, flicking her tail to make the silver tassels on her dress jingle. Sky smiled, "Like a diamond." Uniqua smiled and rushed to the door, she chased after the other mares onto stage, where the cheering of the crowd could be heard. She glanced back and blew Sky one last loss before galloping up.

He smiled, leaning in the doorway, then turned to get his things from the vanity. Then he heard something, hooves, or maybe claws, dashing across the doorway behind. He whirled around, "Uniqua?" Nothing. Slowly, Sky trotted into the hallway, wooden, painted a light blue with a bottom half red. The floor was concrete and miscellaneous props lay scattered about along the walls.

Sky glanced left, then right, when something dashed across the end of the hall. A black shape, vaguely pony height. Slowly, he trotted down the hall towards where it had gone, the prop room. Sky wiped at the window, trying to see in, but it was pitch blac except for the lights in the hall. He opened the door, listening for anypony who could be inside. He was unaware however, of the open sewer hatch around the corner.

"Hello? Helloooo?" he called. "Who's in here?" No reply. Sky shook his head, trying to shake off his nervousness, and turned around. He jumped in surprise, coming face to face with an angry wooden pirate. He breathed out slowly, trying to calm down, when an angry growl came from behind, and with it, a mutated diamond dog thing that tackled Sky and knocked him out.

_Let the show begin!_

The second the Tardis had finished materializing, Nightengale raced out the door. Salty sea air hit her as she looked around excitedly, "Where are we?" Behind her, the Doctor trotted out of the Tardis in his long coat and blue suit. He locked the door behind him and took a deep breath, "Smell that ocean air! Nice and cold! Lovely. Gale, have you met my friends?" He gestured behind them, and when Gale turned around, her jaw dropped.

"No, way." Behind them was the 93 meter tall copper statue, turned a sea green from exposure, of the Alicorn sisters watching over the city across the bay. "That's the Gateway to Freedom isn't it?"

"Indeed it is," he replied. "'Wether we're poor, or sick, or lost at sea, the Gateway to Freedom is what I can see."

"That's so brilliant!" Gale chirped excitedly, "I've always wanted to visit Manehatten. I mean, the real one not the New new new new new..." She trailed off.

"Well, there's the genuine article," the Doctor replied, waving the other direction where the city of Manehatten stood proud and strong on the coast of Equestria. The Doctor continued to talk as they trotted down towards the edge of the water, "The star city. Mind you, it started out as just a little outpost, surprising it became such a success."

"I wonder what year it is," Gale said, "Because look, the Star Height Tower isn't finished yet." True enough, the legendary sky scraper still had braces and building equipment attached to the top floors.

"Work in progress," the Time-Pony replied. "Now if I know my history, that makes us around-"

"November first 273," Gale interupted, a newspaper in her magic.

"You're getting good at this."

"Eight hundred years ago," she muttered, passing it to him, "it's weird because you see all those old photographs in black and white and it seems so far away. But here we are!" She tapped her forehooves happily, "Come on then Doctor, where're we going first?"

"I think our detour just got longer," he replied, showing her the cover of the newspaper. The headline, in bold letters, read: "Solarville Mystery Deepens."

* * *

><p>"What's Solarville?" asked Gale as they trotted through Central Park, quite literally, the park at the center of the city. You could see the Star Height Tower easily from there.<p>

"Well, Solar Wind became Mayor of Manehatten three months ago, and before that Manehatten was a boom town," the Doctor explained. "Then, for some reason, everypony started getting greedy and then-"

"The Greed Era," Gale supplied.

"Exactly, the poor became poorer without jobs able to pay them and the rich became richer, and, with no place to go, most of those jobless ponies ended up here in Central Park."

"What, they live here? In the park?" The Doctor nodded solemnly, then gestured ahead of them. A sign, hanging in a simple wooden gate read: "Solarville." Beyond that was a ramshackle town of tents and metal lean-tos. Ponies, of all kinds but noticably fewer unicorns, were dressed similarly in dark dirty raggedy clothes. Some sat warming themselves at small fires, others were talking quietly inside their small homes. As soon as the time travellers entered the small town, a fight broke out near what seemed to be the town center.

"Why'd you take it?!" demanded a pegasus, hovering in the air.

"I didn't take anything!" the earth pony snapped.

"Liar!" the pegasus tackled the earth pony, and the rolled around in the dirt, kicking and shouting.

"Cut that out! Cut it out right now!" called a voice, a stallion came out of one of the tents, another pegasus. He was wearing an old tan over coat and brown fedora like hat, his coat looked like it had once been white but had dulled to a grey, so had his mane, a faded blue. He got between the fighting ponies and pushed them apart, "That's enough!"

"He stole my bread!" shouted the pegasus.

"I didn't take it Peddler, he just went crazy!" the earth pony protested. Peddler fixed him with a stare, "Did you take it though?" The earth Pony's ears drooped ashamedly, "I'm starving Prodigious Peddler." He reached into his own coat and pulled out a small loaf of bread. Peddler took the loaf and looked between the two, "We're all starving. We all got family somewhere," he split the loaf and passed them each half. "But no fighting, no stealing. We got almost nothing except ourselves, so we need to be the best we can. Cause if being good to one another has gotten us out of trouble before, I hope we have enough good in us still to do it again."

Both the pegasus and earth pony nodded, they even shook hooves with each other before leaving to their separate parts of the camp.

The Doctor glanced at Gale, before whispering, "C'mon." They trotted over to Peddler, the Doctor spoke up just before he could go back inside a tent, "So, I guess this makes you the leader round here." Peddler glanced up at him, "And, uh, who might you be?"

"I'm Nightengale and he's the Doctor," she answered.

"Ah, a doctor, we got store runners, storm workers, but we ain't got any doctors, you're the first," Peddler replied with a small smile. "Neighborhood gets classier every day. I may not like Soalrville, but I will say, it's a truely equal society. Unicorns, pegasus, we're all poor, all starving. You're welcome here, both of you. So, tell me Doctor, you're a stallion of learning yes?" He pointed with a hoof to the Star Height Tower, "That building's going to be the tallest in the country, so tell me, how can they be building _that_ when we got ponies starving down here?"

* * *

><p>Truth was, it wasn't much better up in the scaffolding outsid the Tower, working flat out from wan to dusk for cheap rip off pay. One stallion, in charge of it all, sat in the unfinished top floor, looking over the plans. He was a unicorn, charcoal grey coat and a short black mane with white streaks, his cutie mark was a small pile of bits and he was wearing a sharp black pinstripe suit. Behind him, the lead builder was protesting how he wanted the workers to go faster when they were already working too hard.<p>

They were in his office, or, the top most half built floor. Half of it was marble covered and tiled, generally finished. The other half was literally missing a wall, most of it was made of wood and littered with building equipment. From it, you could see all of Manehatten, but that view was dangerous.

"I'm telling ya, the others won't stand for it," he protested. "Mr. Rich, are you out of your mind? I've got two hundred ponies up there working seven days a week, and you want us to go _faster_?"

"The new masters demand it," Rich Bits said frustratedly, getting to his hooves.

"But we're on schedule! Another month and we'll be done!"

"Yes, but the masters say that extra work needs to be completed on it, tonight."

"_Tonight? _That's impossible!"

"That's an order," Rich said stiffly, standing.

"Yeah?" the worker countered, "well one word from me and every pony here stops working. Tell that to your masters." Rich looked at him curiously, before turning and trotting towards the elevator. "Well, if that's your attitude, why don't you tell them yourself?"

"Go ahead, I ain't afraid of no pony in a suit," Rich smirked and pressed the elevator's button. As the dial that said where the lift was rose, the worker got nervous. "So, uh, these new masters, where're they from exactly?"

"You could say they're, from out of town."

"What, they're Griffins?" asked the worker confusedly.

"A bit farther than that."

"How much farther?"

"Beyond your imagination."

"What's that supposed to mean? Mr. Rich, who the hell are we working for?" The lift dinged, the door light blinked on, Rich smiled and looked at his employee. "Behold, your masters." The doors slid open to a sight quite different from that which is considered normal. First off, though he didn't know what it was called, there was a bronze Dalek in the lift, with two Diamond Dogs beside. A second glance however revealed they were not Diamond Dogs, but pony bodies with the dogs' head and rear paws stitched in their respective places. The Dlaek rolled out of the elevator, "I have been sum-moned, ex-plain, ex-plain!"

"It can talk! How the heck is it doing that!" cried the worker. "What is that thing?"

"I'm sorry my master," Rich said, bowing his head, "But this pony is refusing to finish the work."

"Then he must be re-placed," the Dalek ordered.

"Is anypony going to tell me what the heck is going on here?"

"Use him," the Dalek ordered, "take him for the Fi-nal experiment." The dog ponies stormed forward, grabbed the worker, and dragged him towards the elevator. "No hey! You can't do this to me!"

"The Star Height Tower must be com-ple-ted in time," the Dalek squawked.

"It will be," Rich said confidently. "Trust me, labor is cheap and that pony can be replaced."

"The plan must not fail," the Dalek said. "We cal-cu-late the gam-ma strike has ac-ce-ler-a-ted, we need more bo-dies imm-e-diat-ly." Rich bowed again, "Yes master."

* * *

><p>"So, ponies are going missing. Is this true?" the Doctor asked Peddler, pulling the newspaper out of his pocket. Peddler glanced at it, "It's true alright." He motioned with a hoof for them to follow and they went inside his tent.<p>

"But what does it mean, missing ponies? I mean, they must always be coming and going around here," the Doctor asked. "It's not like anypony's keeping a register."

"This is different," Peddler replied, taking off his hat and setting it aside. He sat down on the small cot that served as a bed and lit the lamp.

"In what way?" asked Nightengale, sitting next to him.

"Somepony takes them," Peddler replied grimly. "We hear something. Somepony calls out, cries for help, and by the time we get there, they're gone."

"And you're sure they're being taken?" asked the Doctor.

"Doctor, when you don't have much, you got to hold on to what you got. A piece of bread, a knife, a blanket. You don't just leave it all behind, bread half eaten, fire still burning."

"Have you told the police?" asked Gale.

"Yeah, we tried that," Peddler said, a bit scornful. "Another deadbeat goes missing, so what?"

"So the question is, who's taking them?" muttered the Doctor. Suddenly, a young stallion burst through the tent flaps, "Prodigous Peddler! It's Mr. Rich Bits." Peddler groaned and grabbed his hat. They galloped out of the tent to where a crowd was gathering. Rich Bits was standing on somepony's barrel, a pair of tough looking pegasus on either side.

"I need workers, volunteers," Rich called. "I've got a little work for you and you look like you could use the money."

"Yeah what is the money?" called a voice.

"Five bits a day," Rich replied. There was a collective groan.

"What's the work?" asked Peddler.

"Just a little trip into the sewers," he replied. "Got a tunnel collapse that needs fixing and clearing. Any takers?"

"Five bits a day? That's servant wage," Peddler called, "And ponies don't always come back up."

"Accidents happen," Rich lied.

"What sort of accidents?" asked the Doctor.

"You don't need the work, fine!" the business pony called. "That's fine, anypony else?" The Doctor raised a hoof, "Oh enough with the questions!"

"Oh no, I'm volunteering," he said. Gale groaned and raised her hoof as well, "I'm going to kill you for this." Behind them, Peddler and another pony joined the list of volunteers.

* * *

><p>Armed with headlamps and a light spell, courtesy of Nightengale, the group listened as Mr. Rich gave them directions to the cave in. "Turn left, go about half a mile, follow tunnel 273. Fall's right ahead of you, can't miss it."<p>

"And when do we get our bits?" asked Peddler suspiciously.

"When you come back up."

"And if we don't come back up?" asked the Doctor.

"Then I got nopony to pay!"

"Don't worry, we'll be back," Peddler replied, turning on his lamp and starting down the passage.

"I hope so," Gale muttered. She and the young stallion were ahead of him, and the Doctor was last to follow. Gale glanced at the stallion walking beside her, his coat was a light yellow, mane a dark red, and his cutie mark was a cluster of apple seeds.

"We jus' got ta stick tagether," he said, accent a mix of Manehatten and country. "This place is like a rabbit's home, could hide an army down here."

"So, what about you Sea Apple?" Gale asked, trying to put some conversation into the gloomy sewer, "Not from around these parts." The country colt glanced at her, "You can talk. Ahm a wanderer, always 'ave been."

"How'd you end up out here?"

"Mama was havin' trouble getting food fer all of us on the road, so I split off, came 'ere. Been on my own since. There're some foals back in the camp, younger than me, Peddler takes care of all us. So, how 'bout you? Yer pretty far from home."

"I'm a wanderer too," she replied. Apple chuckled, "Well you just stick with me an' you'll be alright."

"So, this Rich Bits bloke, who is he then?" asked the Doctor.

"A few months ago, he was just another worker, now it seems like he's running most of Manehatten," Peddler said.

"How'd he manage that?"

"I dunno, these are strange time Doctor, a pony can go from pony of the hill to the lowest of the lows, over night! Just, some folks, it works the other way round."

"Whoa!" Everypony stopped walking, something was lying on the ground. It looked about the size of a grown Pony's flank, was glowing green, and had odd slimy weblike tentacles spread across the floor around it. And, it was glowing green. Gale made a face, "Is that radioactive or something?" Then she gagged and covered her muzzle, "It's gone off whatever it is." The Doctor knelt down and picked it up with a hoof, "And you've _got to_ pick it up."

"Shine your light through it?" he asked, she added her magic-light to the spotlight already on the thing. "Composit organic matter," he muttered, sniffing it. "Gale? Medical opinion?"

"It's not equine, I can tell you that."

"No, it's not," the Time-Pony agreed. He stood and slipped the thing into his pocket. "And I'll tell you something else, we must be at least half a mile in and, I don't see any sign of a collapse, do you? So, why did Mr. Rich send us down here?"

"Where are we now? What's above us?" asked Gale, the group aimed their lights up at the stone grey ceiling above them. "Well, we're right underneath Manehatten."

* * *

><p>"And here, the crowning glory of the Star Height Building, the mast itself." Rich Bits gestured to the blueprints of the great building. A group of miscellaneous workers were watching him, they nodded in forced approval. "Money hundred seventy feet above Manehatten."<p>

"It's a beautiful thing sir," the newly appointed worker chief said. "Maned every single one of us is proud of it. Some of the ponies are saying it's like a staircase to the stars."

"Well that staircase needs a little decoration." He motioned to the other side, where three large bronze plates rested on top of eachother. Each plate was thing cut, but they also had three large, lighter colored half orbs on them. "These slabs need to be attached to the mast, right at the base."

"No problem," the chief agreed, "shouldn't take too long."

"But the work has to be finished tonight," Rich ordered. His demand was met with ferocious protest from the five ponies. "Are you trying to kill us? We're working flat out up there!"

"_Don't argue with me!_" Rich shouted, they quieted immediately.

"But sir, we can't work out there at night," the worker chief protested. "It's freezing! You're hooves go numb, your wings freeze up, you end up falling!"

"You don't get it. If you don't work I can replace you like that!" He slammed his hoof for emphasis, "Now take those plates and get to work." One of them, a burly earth pony, stepped forward to grab one. He tried to pick it up like any normally would, with his mouth, but it was too heavy.

"What kind of metal is this?" he asked, a fellow worker coming over to help lift it onto his back.

"Don't ask questions, just go," Rich demanded. One by one, three of the workers grabbed the plates, and the walked back out onto the scaffolding. Rich glared after them, "I don't care how tired, how cold you are, just get out there and finish the job!" Behind him, the elevator dinged. It opened up and the Dalek rolled out.

"The con-duc-tor must be com-ple-ted for our plan to suc-ceed," it squawked.

"Unemployment is such an incentive these days," Rich explained, trotting over to the open wall and looking out on the city, "it'll get done, don't worry."

"Daleks have no con-crept of wor-ry," it stated, rolling up beside him. Rich glanced at the alien, "Heh, lucky you."

"This day is en-ding," it stated. "Po-ny kind is weak, you shel-ter from the dark-ness. And yet, you have built all of this."

"That's progress," Rich replied. "Go with the times or you get left behind."

"My plan-et is gone," the Dalek said, without any hint of remorse or longing. What a heartless creature. "De-stroyed in a Great War, yet ver-sions of this ci-ty stand through-out time. The Equine race always continues."

"We've had battles," Rich said grimly. "I've been a soldier myself, stuck defending the castle, and I swore then I'd survive, no matter what."

"You have rare am-bition," said the Dalek. Rich looked out over the city, "I'm going to run Manehatten, whatever it takes."

"You think like a Dalek."

"Coming from you? I'm going to take that as a compliment." The Dalek was quiet for a moment, then it's eyestalk swiveled around to him, "Your loy-al-ty will be re-war-ded. Come with me." It spun around and started to roll towards the elevator. Rich Bits glanced once more out at the city, then trotted after it into the elevator. Once he was inside, the doors slid shut and it started to go down. Rich shifted from hoof to hoof nervously as they went down, "So, uh, where're we going?"

"You have been sum-moned by our lead-er," it replied, not even looking at him. Rich nodded, a bit more confident now, "About time too." When they finally had arrived on the bottom floor, the elevator doors opened and the Dalek rolled out. Rich followed a bit slower, looking all around.

First off, they were in a basement, with large concrete columns holding the ceiling up. Wires ran across the opening above, and down the path in front there was a black Dalek, behind it was an odd metal wall with round things in it. On either side next to it were triangular walls with little blue orbs on them, flickering with energy underneath. Between the concrete columns and bubbling chemistry sets, the odd diamond dog ponies watched curiously as Rich approached the black Dalek, Dalek Sec. (We'll call the dogs Mutts for the sake of "I don't want to type dog ponies every time I need to mention them")

"I bring you the equine," the Dalek reported.

"I take it you're in charge here?" Rich asked.

"Cor-rect, I am Dalek Sec, lead-er of the Cult of Skaro," it replied.

"My Lord Sec," Rich bowed his head politely, "I am honored to meet you. Ever since you first made contact with me, transmitting your thoughts into the corners of my mind, tempting me with such ideas, I'd always wanted-"

"Cease talk-ing," ordered Sec.

"But I just wanted to tell you how grate-"

"I said cease talk-ing!" squawked Sec. "Slaves, secure the pony." Two Mutts grabbed hold of Rich, holding him tight with their forehooves.

"No! You don't need to do that, I'm your ally! I'm on your side!" protested Rich, struggling against the Mutts' grip.

* * *

><p>Sunlight glowed through the holes in a sewer lid as the group continued through, still not ready to go back.<p>

"We're more than half a mile in, still no collapse," muttered Peddler.

"So that Bits bloke, he lied to us?" asked Nightengale, shining her light around.

"Looks like it," the Doctor replied.

"So, why'd he want ponies down here?" asked Apple, confused. The Doctor looked at them, "Peddler, I think it's time you took them back. I'll be much quicker on my own." Then they all froze, a bark echoing down the tunnel, like a dog's.

"What the hell was that?" demanded Peddler.

"Hello?" called Apple.

"Shhhh!" hissed Gale.

"What if it's one of the ponies gone missing?" he asked hopefully. "You'd be scared half mad and scared to death down 'ere."

"You think they're still alive?"

"Well we ain't seen any bodies! Maybe they got lost!" More barks, and a howl this time, like a pack of Diamond dogs had gotten lost in the sewers.

"Kind know I never heard no pony making those sounds," Peddler said, shining his light down one of the adjacent tunnels.

"Where's it coming from? It sounds like there's more than one of them," Apple said nervously.

"It's coming from this way," the Doctor said, shining his light down one tunnel.

"No, this way," replied Peddler, doing the same to another. The beam of light from his headlamp landed on a figure crouched in a corner.

"Doctor," whispered Gale.

"Who are you?" demanded Peddler.

"Are you lost?" asked Apple, stepping towards the figure. "Can you understand me? I've been thinking about folks getting lost down here and-"

"It's alright Apple, just stay back. Let me," the Doctor interupted quietly. He looked back at the figure, and slowly walked towards it. "He's got a point though, my mate Apple, I'd hate to get lost down here on my own. But we know the way out." He knelt next to the pony, just barely able to not see their face in the dim light. "If you'd come with us, daylight." He shined the beam up on them, and was met with the face of a diamond dog, or at least, mostly diamond dog. "Oh? But what are you?"

"Doctor, is that some kind of mask?" called Peddler.

"I'm sorry," the Time-Pony said, ignoring him for a moment, "I'm so sorry. No, it's real. Now, listen to me, I can help you. Who did this to you?"

"Doctor, you'd better get back here," Gale called nervously as shadows of more of them began to appear on the wall. The Doctor looked up, his light shining on the other mutts, he got to his hooves and began backing away, "Actually, good point." The mutt that had been sitting stood, the pack was still following.

"They're following you," Gale said nervously.

"Yeah, I noticed, thanks," the Doctor replied, a tiny bit sarcastically. "Well, Apple, Nightengale, Peddler..."

"What?"

"Uh, basically," he glanced once more at the mutts, "RUN!" The four ponies broke into a sprint, one of the dogs howling and the whole pack giving chase. They raced down the sewer, hooves splashing in puddles and headlamp/magic light beams bouncing wildly.

"Where're we going?" crie Gale as they reach a split.

"This way!" the Doctor called. They galloped down the tunnel, the mutts refusing to give so easily. They were running so fast they almost missed the ladder, the Doctor skidded to a stop and checked again, "It's a ladder come on!" The others caught up with him as he ripped off the headlamp and climbed the ladder. He pulled out the sonic and scanned the cover, sliding it off and climbed out. Gale quickly ascended the ladder after him.

There was a bark as a pair of mutts spotted them in passing. Apple glanced back at Peddler, who was starting up the ladder and grabbed a metal pipe in his mouth for defense. Peddler shouted at him as the mutts started advancing, Apple dropped the weapon and leaped for the ladder, climbing as fast as he could. He was almost out when they grabbed his tail and hind hooves. Both the Doctor and Peddler grabbed his hoof, pulling as hard as possible to pull him out of there. But they were no match for eight dog ponies.

They yanked Apple down and carried him off. One of the mutts started climbing up to get them, and the Doctor was starting to go down after Apple; but Peddler pushed the Time-Pony out of the way and hauled the cover back on.

"No! We can't just leave him! We've got to help him!" the Doctor cried.

"We can't go after him!" Peddler shouted back. "I am _not _losing anypony else! Those creatures were from the pits of Tartarus itself, if we go after him they'll take us too! We can't, I'm sorry." There was uneasy silence in the room. On either side of the opening were shelves filled with props and costumes. A couple bare bulbs lit the aisle. Suddenly, a unicorn mare appeared at the end of the row, with a sword in her magic.

"Alright you schmucks," she said angrily, "hooves where I can see them and no funny business." She had a short curly pink mane and a white coat, her cutie mark (which was a spotlight) was hidden under a robe. The others obeyed, she kept the sword steady. "Now, what've you done with Sky Lark?" Gale glanced at Peddler and the Doctor, then at the actress, "Who's Sky Lark?"

* * *

><p>"Sky's my coltfriend, or at least, he was until he disappeared two weeks ago," the actress said, swishing the sword a little for emphasis. They had, retreated, to her dressing room, and she still had the sword. "No letter, no goodbye, no nothing! And I'm not stupid!" she said while waving the sword around wildly, "I know some stallions are just dogs but not <em>my Sky. <em>I mean, what kind of guy asks you to meet his mother before vamoosing?"

"It might, might help if you just, just put that down," the Doctor stammered, watching the sword uneasily.

"Huh? Oh sure," she tossed it aside, much to the trio's astonishment. She looked at them and laughed, "Oh come on guys! It was just a prop, either that or a club!"

"What do you think happened to Sky?" asked Gale.

"Wish I knew," she replied. "One minute here, the next, vanished!"

"Listen, uh, what's your name?" asked the Doctor.

"Uniqua," she replied.

"Uniqua," he repeated.

"Two u's and a Q," she stated.

"Right, we can try to find Sky but he's not the only one," the Doctor explained. "Ponies are going missing every night."

"And there are monsters, such creatures," added Peddler grimly. Uniqua stared at him, "What do ya mean, monsters?"

"Look, listen, just trust me," the Doctor continued, "Everypony is in danger, I need to find out exactly what this is." He pulled out the green grey jellyfish thing, "if I can, then I'll know what we're fighting." Uniqua took one look at it, "Ick."

* * *

><p>Peddler picked up the radio, it was fairly new, looked like it might help the Doctor some. With it in his mouth, he trotted back over to where the Doctor was working, scavenging parts to build some sort of gizmo for that thingy. "Here, will this work? I found it backstage." The Doctor looked at the radio, "Oh-oh, perfect, it's the capacitors I needed. I'm just rigging up a crude DNA scan for that beastie. If I can get a chromosomal reading I can figure out where it's from."<p>

"Just what about you Doctor, where're you from?" asked Peddler. "I've been all over and never heard anypony talk like you. Just who are you?"

"Oh, I'm just sort of, passing by," the Time-Pony replied, taking off the back of the radio.

"I'm not a fool Doctor."

"No, sorry." Peddler sighed, looking back at the metal cover they'd escaped through, "I was so scared, Doctor. I let them take Apple because, I was really scared. I need to get back to Solarville, with these things on the loose, we've got to protect ourselves. Ain't nopony else going to do it."

"Good luck Prostegious Peddler," said the Doctor.

"I hope you find what you're looking for," he replied, "for all our sakes."

* * *

><p>"He'd wait for me after every show," Uniqua said dreamily, tying the back of her dress, "Walk me home like I was really somepony special. He'd leave a flower on my dressing table, every day, just a single rosebud."<p>

"Haven't you reported him missing?" asked Nightengale, re-tying her hair bow with magic.

"Yeah, but he's just a stage hoof, who cares?" she said sadly. "The management certainly don't, at least not nowadays."

"Can't you make a fuss or something?" she asked.

"So then they fire me, then what?"

"But they have to listen to you," Gale protested, "you're one of the stars!"

"Oh honey, all I've got is one show at a back street revue and that's only because Amber Frost broke her hoof. And that's got nothing to do with me! I can't afford to make a fuss. If I can't get this next rent paid, I lose my house and then I'm in Solarville!" Gale rolled her eyes, "Okay, I get it."

"It's a rough time sweetie," Uniqua continued sadly, adjusting her cotume's headpiece. "Your heart may break but the show goes on. Because if it stops, you starve. So every night, I go out there, sing, dance, look good, and just hope that he'll come back."

"I'm sorry," Gale replied.

"But yeah, you're lucky though. Got a forward thinking colt with that hot potatoe in the suit." She struggled not to blush, "Oh, w-we aren't together."

"Oh sure you are," Uniqua said with a smile. "I've seen the way you look at him, it's obvious!" Gale looked down at her hooves and muttered, "Not to him."

"Ah, I should've realized, he's into musical theater ain't he?" Uniqua said jokingly. "What a waste, still, you got to live in hope, it's the only thing that's kept me going. Because, well, look." She levitated up a small white rose for Gale to see, "One, every day on my dressing table."

"You think it's him?" asked Nightengale.

"I don't know! If he is still around, why's he being all secretive? Why doesn't he want me to see him?"

* * *

><p>Meanwhile, at the very top of the Star Height Tower, two ponies were finishing the riveting in the freezing cold rain and wind.<p>

"I can hold on much longer!" cried one of them, her hooves frozen frigid to the riveter.

"Just a little longer!" her friend called, holding the plate in place as she riveted it down. Finally, the last one was in place. "C'mon! Let's get under cover!"

* * *

><p>"The chro-ma-tin so-lu-tion is rea-dy," one of the Daleks said.<p>

"The our prep-ar-a-tions are com-plate," Dalek Sec replied.

"What are you doing? Preparations for what?" asked Rich Bits, panicking.

"The Final Experiment," Sec stated.

"What do you mean?" asked Rich. "You mean like these dog things? Oh no, please no don't turn me into one of them!"

"The mutts are pri-mi-time, the Final Experiment is great-er by far," Sec explained.

"The how does it involve me?" asked Rich.

"We need your flesh, bring him to me!" Sec ordered. The mutts holding Rich began to shove him towards the black Dalek, but another cried out. "Wait! This con-tra-veens Dalek or-ders!"

"Daleks are su-preme! Equines are weak," protested another.

"There are bi-lli-ons of po-nines and on-ly four Daleks, if we are su-preme, why are we not vic-tor-i-ous?" demanded Sec. "The Cult of Skaro was cre-a-ted by the Emperor for this pur-pose, to i-ma-gine new ways of sur-vi-val."

"We must remain pure!" cried the third.

"No Dalek Thay, our pur-i-ty brought our de-miss," the Dalek leader cried. "We mus a-dapt, you have all made sa-cri-fi-ces." Each of the Daleks was missing a plate of their armor, removed to be riveted to the mast. "And now I will sa-cri-fice my-self for the great-er cause, the fu-true of Dalek kind. Now bring me the po-ny."

"But I don't understand, how does this concern me?" demanded Rich.

"Be-hold, the true Dalek form." Dalek Sec's casing began to hiss and steam, it's front panels levitated off, revealing the turquoise green octopus brain like creature that was a true Dalek. "Now," it said, "join with me." The mutts continued to push Rich forward, he protested and fought as hard as he could but was not match for the mutants. Dalek Sec's tentacles lashed out, grabbing Rich by his neck and pulling him in. No, literally into him, the whole body of the Dalek creature, or at least the skin, stretched around Rich's form, now limp. The casing closed around it, Rich Bits was gone.

* * *

><p><em>Crshk!<em> He lit the match and put it to the candle inside the light chamber. Once the candle lit, the magnifying lense made the light ten times brighter and bigger. The Doctor aimed it down at his odd contraption, where the green blob was resting.

"There we go," he muttered, jumping down from the stool, "just need to warm you up a little bit." He crouched beside it, pulling out his black glasses and slipping them onto his muzzle. Around him, music began playing, the show was starting on the other side of the curtain. "This is artificial, genetically engineered. Whoever you are, you are clever!"

Backstage, Uniqua dashed out of her dressing room, all dolled up in her white dove costume, and called, "Girls! It's show time!" At her call, eight pegasus mares, dressed and painted identically in red dragon costumes, came trotting out of their own dressing rooms.

"Glaze? If you mess up tonight, I'll kill ya," one of them said to the other half jokingly.

"Just watch yourself Rain," the other snapped back as they got onstage. Uniqua looked back at Gale, "Come on honey, ever been onstage before?"

"Oh, you know, Starswirl," she replied sheepishly. Uniqua laughed, "Oh how dull is that, come on up and see a real show!" Gale smiled and the two ponies galloped up onto the stage. The curtain was raising slowly as Uniqua dashed into position, right in the middle of a small circle mad by the other dancers.

As the curtain raised, the red dancers lowered their wings to reveal the Dove. Uniqua lit her magic, activating a microphone spell every singer actor knew. She trotted upstage and began to sing, "_You lured me in, and now I'm yours, _

_You trapped me in and locked the doors,_

_But now we're both trapped in this love, _

_You, the dragon,_

_And me, the dove." _She did a little spin and blew a kiss into the audience, "_you've got me,_

_and I've got your love,_

_It's good enough,_

_For this little Dove." _Gale listened in the wings of the stage, smiling as she watched the show. But motion caught her gaze across the stage, a pony. Or, was it? She glanced once at the dancers and got down low, she dashed out on stage, attempting to remain hidden behind one of the dancers.

"Hey!" she hissed, "What the hell D'you think you're doing?" Gale was about to respond when the actress tripped and fell into her, knocking them both down. Uniqua ran over, despite her position at the front of the stage, the audience was roaring with laughter at the chaos.

"Get off the stage!" she cried, "you're ruining it!"

"But look!" Gale protested, pointing at the diamond dog pony thing in the other wing. Uniqua spun and saw it, it jumped in surprise, she screamed, it ran. Gale jumped to her hooves and galloped after it, determined to get answers.

* * *

><p>With a stethoscope, the Doctor examined the small grey thing. Te machine beeped, giving him a reading back. "Fundamental DNA is," he muttered, "467-989. Wait wait," he rubbed his eyes with one hoof, "989, that's planet of origin, which means this is from..." His eyes widened in realization, "Skaro." Oh dear, he jumped to his hooves, snagged his sonic out of the machine and raced backstage. The actors were huddled near the stage entrance, all talking about what had happened onstage.<p>

"Where's Gale?" he demanded, rushing up, and pulling on his overcoat at the same time.

"I don't know, she ran back here," Uniqua said, frightened. A scream ripped through the air, the Doctor glanced once more at the actresses and raced after the sound, Uniqua ran after him, concerned for her new friend. They galloped into the prop room, Gale was nowhere to be seen, the only evidence she'd been taken was the slightly open sewer hatch.

"Nightengale!" the Doctor cried, rushing over. He slid it aside and started down the ladder.

"Where are you going?" demanded Uniqua.

"They've taken her," he replied stiffly.

"Who's taken her? What were those things?" she continued. He did not answer. Uniqua rolled her eyes and grabbed a robe off the costume rack, slipping it on over her costume before following. "Doctor! What the hell is going on?"

"Oh no no no no no no no! You're not coming," he said.

"Tell me what's going on," she countered.

"There's nothing you can do. Go back!"

"Look, whoever's taken Gale could've taken Sky yeah?"

"Uniqua, your not safe!"

"Then that's my problem, now which way?" The Doctor stared her down for a moment, before looking down the tunnel ahead of them, "this way."

* * *

><p>"Let me go!" demanded Gale, struggling against the Mutt's grip. It shoved her into a line of other ponies, one she knew.<p>

"Gale!" Sea Apple gasped.

"Apple!" she cried, hugging him, "you're alive! I'd thought we lost you!" One of the mutts shoved Apple forward, Gale glared at it. "Fine, we're moving!"

"Where are they taking us?" asked Apple. As if she knew, really!

"I don't know, but we can find out what's going on down here," she replied, following the line.

* * *

><p>"When you say, 'they've taken her', who's they exactly? And who're you? I never really asked," rambled Uniqua as they trudged through the sewer. Suddenly, the Doctor froze, he shushed. Uniqua and listened hard, his ears twitching as he did.<p>

"Okay then," she muttered, a bit peeved. He shushed her again and listened harder, there it was, a rolling sound. A shadow formed on the wall ahead of them.

"I mean, you're handsome and all," he put a hoof over he muzzle and dragged her into a side alcove. A shadow on the wall became the real deal as a single bronze Dalek rolled passed, not even noticing them. The Doctor held Uniqua and kept her quiet until he was quite sure it had passed. He let go of her and trotted out, "No no no no, they survived." His tone changed from scared, to down right angry, "They always survive while I lose everything."

"That metal thing?" asked Uniqua. "What was it?"

"A Dalek," he growled. "And it's not just metal, it's alive."

"Your kidding me!"

"_Do I look like I'm kidding?_" he snapped. She shrank back a little. "Inside that shell is a creature born to hate, whose only thought is to destroy everything and everypony that isn't Dalek. It won't stop until it's irradiated every sentient species on Gaia."

"But, if it's not equine, that kind of means, it's from outer space," Uniqua said nervously. The Doctor looked at he sideways, she could literally see the anger boiling just under the surface. "Yet again that's a no with the kidding. Who boy, but, what's it doing here in Manehatten?"

"Uniqua, every second you're still down here you're in danger, I'm taking you back," the Doctor said, more like ordered. They went around a corner, and ran into one of the mutts, Uniqua screamed and it turned and tried to run. "Where's Gale?" The Doctor demanded. "What've you done with her? What have you done with Nightengale?"

"I didn't take her!" the mutt shouted, keeping his back to them. The Doctor cocked his head to the side, intrigued. This one could speak, "Can you remember your name?"

"Don't look at me!" it protested as the Doctor approached.

"Do you know where she is?" asked Uniqua.

"Stay back!"

"What happened to you?" asked the Doctor, softer this time.

"They made me a monster," the mutt said sadly. But, now, looking at him, he wasn't as animal as the others. Sure, his ears and muzzle had changed, but he was a light blue and not grey like all the others. His eyes were still pony sized and colored, but he still was mutated.

"Who did?" he continued.

"The masters."

"The Daleks."

"They needed slaves, slaves to get more ponies. So they created us, part dog, part pony. I escaped before they got my mind, but it was still too late."

"Do you know what happened to Nightengale?"

"They took her, it was my fault, she was following me."

"Were you in the theater?" asked Uniqua.

"I never, yes," he replied.

"Why?" she asked, confused, "Why were you there?"

"I never wanted you to see me like this."

"Why me? What do I have to do with this? Were you following me? Is that why you were there?" The mutt glanced at the Doctor, then turned to face Uniqua, but she still couldn't see his face in the shadows, "Yes."

"Who are you?"

"I was lonely."

"_Who are you?"_

"I needed to see you!"

"_Who are you?_"

"I'm sorry." Uniqua turned her head to the side, then her eyes widened. She trotted forwards slowly, "No, wait, let me get a look at you." She lit her magic, banishing the shadows and revealing the mutt's face, "Sky? My Sky? Oh baby what have they done to you!" She hugged him, glad to know he was, somewhat, okay.

"I'm sorry," Sky said, hugging her back, even tighter.

"Sky? Can you take me to them?" asked the Doctor as the couple broke apart.

"They'll kill you," he stated.

"If I don't do something, they'll kill everypony." Sky thought it over, then nodded, "I can show you the way. Follow me."

* * *

><p>"What are they keeping us for?" whispered Apple nervously.<p>

"I don't know," Gale whispered back, "But I have got a nasty feeling we're being kept in a cupboard." Unbeknownst to them, the Doctor, Sky, and Uniqua were watching from around another corner. The other mutts started getting nervous for some reason, and it was making Apple panic more, "What is it? What's wrong with them?" Then, the bronze Dalek rolled into view, "Si-lence! Si-lence!" it ordered.

"What the hell is that?" hissed Gale.

"You will form a line!" a second Dalek ordered. The mutts began shoving ponies into a line, "Just do what it says! Everypony just obey!" called Gale.

"The fe-male is wise," one of the Daleks stated. "Li-sten to her, o-bey!"

"Re-port," ordered Dalek 2.

"These are strong spe-ci-men, they will as-isst the Dalek cause," Dalek 1 stated.

"Dalek?" repeated Gale quietly, her eyes widened as she remembered, these were the aliens the Time-Ponies had lost the war to!

"What is the sta-tus of the Final Experiment?" requested Dalek 1.

"The Dalekanium is in place, the en-er-gy con-duc-tor it com-plete," answered Dalek 2.

"Then I will ex-tract pri-son-ers for se-lec-tion," Dalek 1 said. Two mutts grabbed the unicorn mare next to Apple and shoved her forward. The Dalek raised it's sucker to her chin, "read-in brain waves, low in-tell-e-gence."

"You calling me stupid?" demanded the mare.

"Si-lence! This one will be-come a mutt, next pri-so-ner." The mare protested as she was dragged away. Apple was pushed forwards and the process was repeated. This time, the Dalek's report was: "Su-per-i-or in-tell-i-gence." He was pulled back in line and Gale was pushed forward.

"They're divided into two groups," Sky explained quietly. "High and low intelligence, the low intelligence are taken to become mutts like me."

"Well that's not fair!" Uniqua hissed. She got shushed by the Doctor. "You're the smartest colt I ever dated."

"And the others?" whispered the Doctor.

"They're taken to the laboratory," Sky said.

"Why? What for?"

"I don't know, the masters only call it the Final Experiment."

"Read-ing brain waves," Dalek 1 said as it scanned Gale, "Su-per-i-or in-tell-e-gence. This one will be-come part of the Final Experiment."

"You can't just experiment on ponies, it's insane!" cried Gale, her voice rising to a scream. "It's just wrong!"

"Daleks have no con-crept of right or wrong, po-ny," Dalek 1 stated as the other Dalek finished scanning and dividing them. "Pri-son-ers of high in-tell-e-gence will be take-en to the trans-genic la-bor-a-tor-y."

"Look out, they're moving!" hissed the Doctor. Uniqua and Sky got up to leave, but the Time-Pony stayed. "Doctor! Come on!"

"You two go, I've got a crazy plan that just might work."

"Sky, come on," Uniqua insisted.

"Can you remember the way?" he asked.

"I think so, yeah."

"Then go. Please."

"But Sky! You've got to come with me!"

"Where would I go Uniqua? I'm begging you, just go, please. Run!" She looked at him sadly, but turned and galloped off down the tunnel. The Daleks rolled past them, their pony prisoners following. As they did, Sky and the Doctor fell in line next to Apple and Gale.

"Just keep walking," he hissed. Gale looked back, "Oh I'm so glad to see you."

"You can kiss me for it later," he replied. "You too if you want Apple." After a few minutes of walking, they arrived at the lab. One bronze Dalek and Dalek Sec were waiting. But, Sec was smoking and steaming and possibly screaming.

"Re-port," ordered Dalek 1.

"Dalek Sec is in the fi-nal stages of e-vo-lu-tion," Dalek Thay replied.

"Scan him, pre-pare for birth." Sec's eyestalk was deactivating, lowering uselessly. The Doctor glanced at Gale, "evolution?"

"What's wrong with the Dalek over there?" asked Gale nervously.

"Ask them."

"What me? Don't be daft!"

"Well, I'm not exactly on good terms with them. Ask what's going on." She nodded nervously and got out of the line, "Daleks! I demand to be told, what is the nature of this experiment? Report!"

"You will bare wit-ness," Dalek Thay stated.

"To what?" she asked.

"This is the dawn of a new age," it said.

"What does that mean?" she pressed.

"We are the last four Daleks in ex-is-stance," Dalek 2 explained, "So the spe-cies must e-volve to live out-side the shell. The Cult of Skaro must walk a-gain!" The steaming stopped, Dalek Sec's casing began to open. Folded inside was a body in Mr. Rich Bits suit. Slowly, with intense effort, it pulled itself out.

"What is it?" asked Nightengale, shocked. It was a pony-Dalek. It's coat no longer soft and fuzzy, but a scaly slimy hide. It's head was much more enlarged, with odd wiggling worm like tentacles wiggling along it's chin. The top of the head was very brain like, looking like it was covered with just a thin layer of skin. And it only had one eye, one, large, red eye.

"I, am, an, Equine Dalek," it said, "I, am, your future!"

_To be continued in, Evolution of the Daleks..._

**Me: bam! Done! This was a challenge considering I've been slacking on it all week due to AIMS prep, which for those of you that don't know, is standard testing in my state so, bleh. Anyways, whoever can guess the references will get digital cookies! (:::) (:::) **


	6. Episode 6, Evolution of the Daleks

Doctor Whooves

_Evolution of the Daleks_

**Behold, less slacking off this time!**

_"I think our detour just got longer."_

_"_Tonight? _That's impossible!"_

_"What do ya mean, creatures?"_

"_A Dalek, and it's not just metal, it's alive."_

"_What the hell is that thing?"_

_"I, am, an Equine Dalek, I am, your future!"_

**Let's get this show on the road!**

Everypony, including the Daleks, seemed speechless. The Equine Dalek, Dalek Sec, looked around the room with his one big eye. Slowly, as if he still wasn't quite in control of his new form, he began to speak, "These, ponies will, be-come like me. Prepare, them for hy-bridi-sation." The way he spoke was till jerky like a Dalek some syllables splitting and seeming separate from the rest of the word. At his command, the Mutts (Diamond dog/pony mutants) started to grab Nightengale, Sea Apple, and the two other poor souls who'd been kidnapped as well.

Suddenly, cheerful music began humming from a small radio on one of the desks. The Daleks, including Sec, looked around searching for the source, "What is that sound?" The Doctor poked his head out from behind one of the concrete pillars holding up the ceiling of the basement floor beneath the Star height Tower.

"Ah, well, that would be me." He strode out from his hiding place, "hello, surprise, boo, etcetera."

"Doctor," hissed Sec.

"The en-e-my of the Daleks!" cried Dalek Thay.

"Exterminate!" cried another.

"Wait," ordered Sec, raising a hoof, but keeping his red eye locked on the Doctor's brown ones.

"Well then," the Time-Pony mused, "A new breed of Dalek, fascinating and very clever."

"The Cult of Skaro e-scaped your slaughter," Sec hissed.

"How did you end up in 273?" asked the Doctor.

"Emergency tem-poral shift."

"Oh! That must've roasted up your power cells eh?" he said. "Time was, four Daleks could conquer the planet, now here you are, hiding in the dark, skulking, experimenting."" He looked back at Sec, "All of which results in _you._"

"I am, a Dalek in pony form," Sec answered, still monotonously.

"What does it feel like?" queried the Doctor. "You can talk to me Dalek Sec. It is Dalek Sec, isn't it? You've got a name and a mind of your own, tell me what you're thinking right now."

"I feel, everything," he said, turning away. The Doctor nodded, "Good, that's good."

"I can feel everything we wanted from Equestria," Sec said, a curious tone to his voice. "Which is, ambition, cunning, anger, and, war." The Dalek pony looked at the Doctor, "Such a hidden talent for war."

"No, that's not what Equestria means!" he protested.

"Oh but I think it does," Sec replied. "At the heart of it, this species is so very, Dalek."

"Alright then, so what've you accomplished with this Final Experiment then eh?" asked the Doctor. "_Nothing!_ Because, I can show what you're still missing with this thing. A simple little radio." He pat the device.

"What is the purpose of that machine?" queried Sec.

"Well exactly, it plays music," sneered the Doctor, "what's the point of that?" His voice softened, "Oh, with music you can, dance to it, sing with it, fall in love to it... Unless you're a Dalek of course, because then it's all just noise!" His hoof shot out, twisting one of the dials hard, changing it from gentle music to a horrible screeching. The Daleks, including Dalek Sec, cried out in pain. The mutts barked angrily but released their grip on the prisoners.

"Come on!" the Doctor cried, he and the ponies made a break for the entrance to the sewer. The Daleks began to cluster around Sec, "Pro-tect the hy-brid!" One of them blasted the radio off the desk, causing it to fall to the floor silent.

"Sta-tus," demanded one of the Daleks.

"Pain," replied Sec, clutching his head with one hoof, "pain in the flesh, like no Dalek has felt, for thousands of years."

"The Doctor has escaped," stated a Dalek.

"The find him," ordered Sec.

"Find the Doctor! The pri-son-ers must be re-cap-tured!"

* * *

><p>The group of prisoners, raced through the sewers with the Doctor in the lead. They rounded a corner and found Miss. Uniqua Stone lost.<p>

"Doctor!" she cried.

"Not now Uniqua! Run!" he called back, taking her hoof and running.

"Wait, where's Sky?" she cried. The Doctor dragged her around a corner, the others following swiftly. They raced up the ladder, ending up somewhere in Manehatten as the two chasing Daleks and groups of mutts caught up behind.

"They have as-cended," stated One, "re-turn to base." The mutts obeyed without hesitation, but the Daleks stayed. One looked at Two, "Re-quest in-for-ma-tion. What is your o-pin-ion of Dalek Sec?"

"We were cre-a-ted to fol-low him," Two answered.

"But you have doubts." Two looked around cautiously, "A-ffir-ma-tive."

* * *

><p>The first place the band of escapees galloped to was Solarville. Outside, ponies armed with makeshift crossbows and hoof crafted spears. It had lessened from the down pour of rain from earlier to a slight drizzle, but the ground was muddy underhoof. The others split off, readying themselves. Uniqua, Nightengale, Sea Apple, and the Doctor went straight to Peddler. The Doctor explained the whole story, and Peddler listened.<p>

"These Daleks sound like something from nightmares," he remarked.

"They're splicing themselves onto Equine bodies," the Doctor explained grimly. "And if I'm right, they've got a breeding stock right here in Solarville. You've got to get everypony out."

"Solarville is the lowest place a pony can fall, there's nowhere else to go," insisted Peddler, loading his crossbow.

"I'm sorry Peddler, you've got to scatter," the Doctor protested. "Go to the docks and get on a boat, hitch a train, just get out of Manehatten!"

"There's got to be some way to reason with these things."

"There' s no chance," interupted Gale.

"You ain't seen them boss," Apple added.

"Daleks are bad at any time, but now they're vulnerable, and that makes them dangerous," said the Doctor grimly. Suddenly, a trill whistle sounded from across the camp, a cry ran out: "They're coming, they're coming!"

"A sentry, she must've spotted something," Peddler said, leaping to his hooves. All around them ponies raced to arm themselves as the mutts' howls got louder with their approach.

"It's started," muttered the Doctor.

"Everypony arm yourselves!" ordered Peddler.

"Ah'm ready Peddler," called Appled. "But the rest of y'all, find something, anything, to fight with!" Most ponies began to cluster in the center, armed to the teeth. Some ran away, "Come back! It's not safe!"

"We need to get out of the park!" cried Gale, her horn powering up with electric energy.

"We can't, we're surrounded on all sides, they're driving everypony back towards us," the Doctor replied.

"We're trapped?" Uniqua exclaimed.

"Then we stand together," said Peddler. "Everpony gather round! They can't take all of us!" The whistling of arrows began then, as scared ponies began shooting into the shadows, trying to ward of canine attackers.

"If we can just hold them off till morning," Gale muttered, firing her own magic blast. The Doctor looked skyward and scowled, "Oh Nightengale, they were just the first wave." She followed his gaze and gasped, "By Luna's moon!" A Dalek was literally hovering over Solarville.

"What in Celestia's name is that?!" cried Peddler.

"It's from Tartarus!" somepony yelled. "A monster from the pit come to destroy us all!"

"Oh yeah? We'll see about that!" shouted Apple, aiming and firing a single arrow at one of the Daleks. It bounced right off, of course.

"That's not going to work!" snapped the Doctor, redirecting the crossbow.

"There's more than one of them," said Gale fearfully as a second metal monster swooped in, hovering next to its brother.

"The po-nies will surr-en-der!" ordered the first.

"Leave them alone!" the Doctor demanded. "They've done nothing to you!" Peddler stepped forward, "Peddler stay back!" He ignored the Time-Pony, "I am told I'm addressing the Daleks. Is that right? Well, from what I understand, you're outcasts too!"

"Peddler don't!" hissed the Doctor. He glared at him, "Doctor this is my township, you will accept my authority. Just let me try." He looked back at the Daleks, "Daleks! Ain't we the same? Underneath, ain't we all the same?" He unstrapped the crossbow and set it aside. "Right, see, I've just discovered, _this past day,_ that the universe around me, is so much bigger than I ever imagined. And it's terrifying, oh yeah, I'm scared! But it's got to give me hope! Hope that, maybe, we could work together to build a better tomorrow. So, I beg you now, if you have any compassion in your hearts, then you'll meet with us and stop this fighting!" Peddler paused, watching them, "Well? What D'you say?"

The Dalek looked at him, and without any remorse at all, "EXTERMINATE!" _Zap! _The blue blast of energy hit Peddler right in the chest, he cried out, his skeleton flashed, and he collapsed, dead.

"Peddler no!" cried Apple, terrified.

"They just shot him on the spot," muttered Gale, her magic failing in fear. The Doctor was speechless, and furious. Something snapped and he galloped forward, "Daleks! Alright! So it's my turn! Then kill me!" Everypony froze as he shouted that, his voice filled with anger Gale had never seen. "Kill me and leave these ponies alone!"

"I will be the destroyer of our greatest enemy," the Dalek said proudly.

"The do it!" roared the Time-Pony. "Just do it! _Do it! KILL ME!"_

_"_EXTERMINATE!"

_"Stop!" _The Dalek froze, the voice of its leader being radioed to it. "_I command you to stop."_ None of the ponies could hear it, the Doctor just stared at the Dalek.

"I, do not un-der-stand," it said. "It is the Doctor!"

"_But, I want him alive," _Dalek Sec ordered. The Doctor looked back at. Nightengale, thoroughly surprised.

"The urge to kill is too strong!"

"_I have,decided, the Doctor will must live and, you will obey."_

_"_I, o-be y," the Dalek said, defeated.

"What's going on?" asked the Doctor.

"_Bring him to me._"

"You will fo-low."

"No! You can't go!" cried Gale, galloping over.

"I've got to go," the Doctor insisted. "the Daleks just changed their minds, Daleks never change their minds."

"But what about us?" asked Gale. He thought for a moment before turning back to the Daleks, "On one condition! If I come with you, you'll spare the lives of everypony here! Do you hear me?"

"The ponies will be spared," it replied. "Doctor, foll-ow."

"Then I'm coming with you," Gale insisted.

"Gale, stay here, do what you do best. Ponies are hurt, you're a doctor, help them. Let me go." He turned and started to walk away, sneakily slipping a hoof into his pocket. He turned and trotted back over to Gale, "Oh, and one more thing," he took her hoof and pat it, "Thank you very much." Then turned and followed the Daleks. Gale looked down and levitated the small black wallet off her hoof, "Psychic paper?"

* * *

><p>A while later, the sentries were re stationed and the ponies we're trying to put Solarville back together. Throwing water on burning tents, rebuilding collapsed tents. In a metal shack that was still standing, Gale was wrapping bandages around the hoof of an injured foal. Uniqua pushed open the door and stepped in, carrying a hot pot of water in her magic, "Hey, I got some more hot water."<p>

"Thanks," Gale replied absentmindedly, tying the bandage. "It's okay, you're going to be fine, it's just a scratch." The filly nodded her thanks, got up, and galloped outside.

"So, what about us?" asked Uniqua, sitting down. "What do we do now?"

"The Doctor gave me this," she showed her the psychic paper with her magic, "it must've been for some reason."

"What's that for?"

"It's, psychic paper, gets you in places. Buildings and stuff, but where? He must want me to go somewhere but what am I supposed to do?"

* * *

><p>The Doctor strode into the laboratory behind the Daleks. The minute he lay eyes on Dalek Sec, he stormed forward. "Those ponies were defenseless! You only wanted me but no, you <em>had <em>to start killing."

"The deaths, were wrong," replied Sec. The Doctor froze, "I'm sorry?"

"That stallion, their leader, he showed such courage," Sec continued sadly.

"And that's good?" asked the Time-Pony.

"That's excellent," replied the Equne Dalek. The Doctor looked at him queerly. "Is it just me or are you becoming a little bit more, pony."

"You, are the last, of your kind. And I, am the first of mine."

"What do you want from me?"

"We tried everything to survive when we found ourselves in this ignorant age. We tried growing, Dalek embryos, but their flesh was too, weak."

"I saw one of your experiments out there, left out ere to die in the dark."

"It forced us to conclude, that the greatest resource of this planet, is it's ponies." Sec motioned with a hoof to one of the Daleks, who activated something on one of the controls. Lights switched on above them, illuminating the rest of the chamber to receveal beds. Hundreds of them, suspended from cords above the room, draped in white sheets. Sec pressed a button and one above them began to lower to the ground. The Doctor stepped up to look at it.

"We stole them, we stole ponies for our purpose," explained Sec. "Look underneath." The Doctor grabbed one end of the sheet with his teeth and pulled it back. Underneath was a mare, a regular mare with short blue hair and a light yellow coat. Her eyes were shut and she wasn't moving, "This is the true extent of the Final Experiment."

"Is she dead?"

"Near death," the Dalek explained, "her mind wiped, ready to be filled with new ideas."

"Dalek ideas?" asked the Doctor.

"The Pony Dalek Race," he said proudly. The Doctor looked up at the hanging bodies, "How many are there?"

"We have many caverns, like this one, storing more than one thousand."

"Is there anyway to restore them? Make them ponies again?"

"Everything they were," Sec said, a hint of guilt in his voice, "has been lost."

"So they're like shells?" the Doctor asked. "You've got empty ponies ready to be converted, that's going to take a hell of a lot of power. This planet, right now, has barely master converting magic to electricity. How're you going to do it?"

"Open the conductor plans!"

* * *

><p>Gale paced back and forth across the tent, gently tapping the psychic paper against her head with magic. Uniqua sat on the cot nearby, watching her. Suddenly, she froze, "Wait a minute, down in the sewers, the Daleks mentioned some kind of energy conductor."<p>

"What does that mean?" asked Uniqua.

"I don't know, like a lightning rod or, Dalekanium!" Uniqua jumped in surprise. "One of them said the Dalekanium was in place."

"In place where?"

"Apple will know." The both nodded and trotted out of the tent. Apple was in Peddler's tent across the hub, he was sitting on the cot, wiping tears away. Gale glanced at Uniqua, then at Apple. "Apple?"

"Hmm?" he looked up at them.

"That Rich Bits guy, you said he was some sort of fixer, right?" she asked gently, "got jobs all over town?"

"Yeah, Bits could find money anywhere."

"But where though? What sort of things?" Apple sniffed, "You name it, we're all so desperate fer work, ya jus' gotta hope he'll give ya something good. Building pays the best though."

"What sort of building?"

"Mostly the Tower," he said, motioning over his shoulder. That's it!

* * *

><p>A set of digital blue prints appeared on a screen above them as Sec had instructed. "Yeah yeah yeah, Star Height Tower, we're right underneath it, so what? You've hijacked the whole building?"<p>

"We needed an energy conductor," Dalek Sec explained.

"What for?"

"I am the genetic template. My altered DNA was to be administered to each pony body. A strong enough blast of gamma radiation would splice the pony and Dalek genetic codes, awakening each body from its sleep," Sec continued.

"Gamma radiation?" the Doctor repeated, "what're you-" the image on the holoscreen changed, it was a diagram of Gaia and the sun. "Oh, the sun, your using the sun!"

"Soon, the greatest solar flare for a thousand years will hit the planet," Dalek Sec said. "The energy will be drawn to the conductor when it strikes."

"And the army awakens," he concluded. "But I still don't get what you need me for."

"You're a genius," Sec answered. "Consider a Dalek, intelligent, but emotionless."

"Removing emotions made you stronger than the enemy," the Doctor replied. "That's what you're creator thought, all those years ago."

"He was wrong."

"... He was what?"

"It makes us lesser than them. The Daleks need to not only return to the flesh, but also to the heart," Sec insisted.

"But you wouldn't be supreme beings anymore," the Doctor added.

"And that is good," Sec replied.

"In-corr-ect!" shouted one of the other Daleks.

"Daleks are su-preme!" another squawked.

"No, not anymore!" snapped Sec.

"But it is our pur-pose."

"The our purpose is wrong," he stated. "Where has our quest for supremacy led us? To _this. _Hiding in the sewers of a primitive world, just four of us. If we do not change now, we deserve extinction."

"So, you want me to change everything that makes a Dalek a Dalek," the Doctor concluded.

"If you can help me. Your knowledge of genetic engineering is even greater than ours, the new race must be ready by the time the solar flare erupts."

"But you're the template, I thought they were getting a dose of you."

"I want you to, change the gene sequence."

"To make them even more pony?"

"Ponies are one of the greatest survivors, we need that ability."

"Hold on, there's no way this lot are going to let you do it," the Doctor protested pointing at the Daleks behind them.

"I am their leader," Sec countered.

"Oh and that's enough for you, isn't it?"

"Daleks must foll-ow or-ders," one squawked.

"Dalek Sec co-mmands, we o-bey," another beeped.

"If you don't help me, nothing will change," their leader begged.

"But, there's no room on this planet for another species," the Doctor countered. (I always found it odd how he protested the one time Daleks did something good.)

"You have your Tardis. Take us across the stars, find us a new home and allow the new Daleks to start again."

"When's the solar flare?"

"Eleven minutes." The last Time-Pony stared at the first Pony Dalek, then at the others, "Well, best get to work then."

* * *

><p>Nightengale, Uniqua, and Apple were crammed shoulder to shoulder in a tiny, rickety, hoof pulled elevator going right to the top if the Star Height Tower. Gale watched the dial as it went up, "I always dreamed of seeing the Tower, I just never thought it'd be like this."<p>

"Were are we headin' anyways," asked Apple.

"Right to the top," Gale replied.

"How come those guys just let us in?" asked Uniqua, "Hows that thing work?"

"Psychic paper," she said, levitating out of her pocket and showing it, "it shows whatever I want them to think. According to this we are," she flipped it around and checked, "Two engineers and an architect." She put the paper away just as the elevator reached the top. The doors slid open and they trotted out into the office room.

"Wow, just look at this place!" exclaimed Uniqua, "to of the world." Gale spotted something over by the desk, blue prints and drawings of the building. "This looks good." She and Apple trotted over, he pointed to the date on the bottom, "Hey, look at tha dates, this plans musta been released taday. They musta changed somethin' last minute." Gale used her magic to flip between the plans, "You mean the Daleks changed something?"

"Yeah, could be."

"The ones underneath were released earlier, which means, if they did change something it'll be on the top plans but not on the bottom plans," she reasoned. "We need to check them against one another." She and Apple pulled the plans off the desk and began laying them out.

"The height of this place!" called Uniqua from where she stood at one of the pillars, not even close to the edge. "This is amazing!"

"Well, we're a hundred floors up, don't go wandering off!" called Gale.

"I just want a look!" she replied. Uniqua trotted out onto the scaffolding, and with a hoof solidly around one of the bars, looked out on her city. Past it's glowing lights she could see the ocean, and the Gateway To Freedom standing proud on its island. "Wow," she murmered, "Manehatten. If aliens hold to come to Gaia, oh no wonder they came here."

* * *

><p>"There's no point in chromosomal grafting, it's too erratic," the Doctor called, pausing to stir something with the spoon in his mouth. "You need to split the genome and force the Dalek and Pony DNA sequence right into the cortex."<p>

"We need more chromatin solution!" called Sec, doing something similar. Four mutts, including Sky Lark, hefted in a large crate of the stuff. The Doctor stepped closer to Sec, glancing back at Sky. "So, what about the dog ponies in the grand scheme of things?"

"Nothin, they are just slaves," Sec replied. "Their lifespan is limited. Most survive only about two weeks. Power up the line feeds!" The Doctor turned away from the work station and over to Sky, "I can't reverse what they've done to you, but they won't do it to anypony else."

"Do you trust them?" Sly asked. The Doctor glanced back at Sec who, while still struggling to figure things out with hooves, was working quite diligently. "I know a single pony can change the course of history, the right idea at the right time, that's all it takes. I have to believe it's possible."

* * *

><p>Both sets of plans were spread out across the floor, outside the tower, lightning began to flash as a storm was readied by the weather team.<p>

"I'll go and keep an eye out," Apple said, getting to his hooves, "make sure we're safe up here. Don't want nopony butting in." He walked towards the elevator, Uniqua came back in from out on the scaffolding.

"There's one heck of a storm rolling in," she commented, kneeling by the plans. Gale set one of them down, and sighed. "I wish the Doctor was here, he'd know what we're looking for." Uniqua glanced at the plans, then at Gale.

"So tell me, when did you and him hook up?" she asked.

"It was in hospital, sort of," answered Gale.

"Ah, of course, him being a doctor and all."

"Actually, I'm a doctor. Kind of."

"You're a physician? Really?"

"I was training, still am if I ever, get back home."

"You could be doctors together! Oh what a partnership! Oh, but what a shame, him being so different and all. You know what I mean?"

"You have no idea how different he really is."

"He's a stallion honey, that's different enough." Gale paused, debating wether or not to say what she wanted to, "He had this, companion, a while back. This friend, and ever since he's been on his own. But you know, sometimes, I say something, or do something, and he looks at me, and I just sort of think that he's not seeing _me._ He's just remembering."

"Listen Gale, you want to get all sad?" Uniqua scoffed, "You want to have a contest with me and Sky?"

"No, but, if he's with the Doctor, it's very likely they'll both get out of there."

"And then what? Don't talk crazy, there's no future for me and him. The one thing good in my life and the Daleks ruined it."

* * *

><p>"The line feeds are read-y!" shouted a Dalek.<p>

"Then it's all systems go!" cried the Doctor.

"The solar flare is imminent," called Sec, "it will hit Gaia in a matter of minutes!"

"And we'll be ready!" called the Doctor, filling a tube with blue liquid, the squirting that into a bronze pipe. "The compound will allow the gene bonds to regonfigure into a new format. Power up!" Two mutts through the breaker switches, the tubes hanging from every bed began filling with light blue bubbly liquid.

"There goes the gene solution," the Doctor said.

"The life blood," said Sec.

* * *

><p>"Gotcha!" cried Gale. Uniqua looked at her, she pointed to a pair of small lines on the mast. "Look, there, on the mast. See these lines? They're on this one, but not on the other one. They're new, they've added something."<p>

"Added what?" The two unicorns looked at one another, "Dalekanium!"

* * *

><p>Suddenly, a very loud alarm started to blare, red lights flashed.<p>

"Whats that?" asked the Doctor, looking around.

"What's happening? Is there a malfunction?" demanded Sec to his supposedly loyal Daleks, "Answer me!"

"No no no!" the Doctor cried. "They're changing the gene feed!"

"Impossible, they cannot disobey orders!"

"The Doctor will step a-way from the con-trols!" one of the Daleks ordered rolling forward, it's weapons primed.

"Stop!" ordered Sec, "you will not fire!"

"He is an en-e-my of the Daleks!" cried the Dalek.

"And so are you!" shouted another.

"I am, your commander. I am Dalek Sec!" their leader roared.

"You have lost your au-thor-it-y," one stated.

"You are no lon-ger a Dalek," the other said.

"What have you done to the gene feed?" demanded the Time-Pony.

"The new bod-ies will be one hun-dred per-cent Dalek."

"No!" cried Sec, "you can't do this!"

"Mutts! Re-strain Dalek Sec and the Doctor," one ordered. Two of them grabbed Sec, Sly was the one who grabbed the Doctor. The two of them slowly started to inch away.

"Release me! I am your creator! I am your master!" cried Sec. Another alarm began to sound, "So-lar flare im-men-nent."

"Pre-pare to in-ter-cept." There was a slight ding as the elevator arrived. Sky looked at the Doctor, "There's the lift."

"After you," he replied. Without hesitation, they raced towards the opening doors, "the Doctor is es-caping! Stop him!" The Doctor soniced the doors shut before the other mutts got to them, it began to race towards the top floor. He tucked the device behind his ear, "We've only got minutes before the gamma radiation strikes. We've got to get to the top. Sky? Are you okay?"

He was leaning heavily against the wall, breathing hard, "I'm fine, just, out of breath. We got away form them, that's what matters." The lift dinged as it arrived on the top floor a few minutes later.

"Doctor!" cried Gale as the doors slid open.

"First floor, magic enhancements," he said jokingly.

"Sky! I never thought I'd see you again!" said Uniqua as she red and hugged her coltfriend.

"Just no stopping me," he replied. Gale grabbed the Doctor's hoof and led him over to the plans, "We figured it out, we know what they've done. There's Dalekanium and it's so good to see you."

"Oh it's good to see you too," the doctor replied, swooping her up in a hug. But just as he did the lift dinged, doors closing. He set her down and galloped ever, "Oh no no no! See, never waste time with a hug!" He tried sonicking it, "No! Deadlock sealed."

"Where's it going?" asked Gale, frightened.

"Right back down to the Daleks and I garuntee they won't leave us alone up here," the Doctor replied grimly. "What time is it?" Apple checked his hoof watch, "Eleven fifteen."

"Six minutes," he muttered. "I've got to remove the Dalekanium before the gamma radiation hits."

"Gammon radiation?" Uniqua repeated. "What the heck is that?" The Doctor didn't answer, he and Gale galloped out onto the scaffolding and looked out over the city. The wind had picked up a lot and was blowing them like mad. And despite having past regenerations as pegasus, and experience with heights, the view mad the Doctor's stomach do a flip flop. "Oh, blimey that's high, that is really high."

"And we've got to go even higher," Gale said gravely, pointing up the scaffold staircase. "That's the mast up there, there's three plates of Dalekanium at the base. We've got to get them off." The Doctor looked up at the top, where a red light was the only illumination, then at Nightengale. "That's not we, that's just me."

"I'm won't just stand here and watch you."

"No, because you're going to have you're hooves full. I'm sorry Nightengale but you're going to have to fight."

* * *

><p>"Con-firm time to so-lar im-pact," ordered one of the Daleks.<p>

"Ga-mma strike four min-utes and count-ing," another called. Behind them, their leader Dalek Sec, was chained to the wall by chains around his hooves and neck. Betrayed by his own subjects, the beings that must follow orders, how ironic. A group of mutts had been ordered to gather, "The mutts will take the lift. Find the Doctor, kill him." That was their order, they walked into the lift and it closed.

* * *

><p>The four of them had each armed themselves with tools of sorts. Gale and Uniqua both had large iron pipes in their magic, Sky had a large hammer, using his mutated diamond Dog legs to stand straight up and hold it in his front hooves, and Apple had armed himself likewise with a large wrench.<p>

"The lift's coming up," Gale said worriedly.

"I should've brought that crossbow," muttered Apple.

"Gale? Uniqua? Get back," warned Sky, stepping in front of them. "If they send mutts, they're trained to kill."

"The Doctor needs me to fight! I'm not going anywhere," protested Gale.

"They're savages," Sky snapped. "And I should know, they're trains to slit your throats with their bare teeth." But, as he heft his hammer to be ready, the mutt collapsed, still conscious, but very weak. "Sky!" Uniqua knelt down by him, worried.

"No, it's nothing, I'm fine," he insisted, but he still couldn't stand.

"Oh honey, you're burning up," she said, feeling his forehead. "What's wrong with you? Tell me!" Gale looked at Apple, "This doesn't look good."

"We're down one pony and we ain't even started yet!" hissed Apple.

"We'll get slaughtered!" she cried. A blast of thunder shook the building, "Wait a second, lightning!"

* * *

><p>With full force winds trying to fling him off the top of the Star Height Tower, the Doctor made his way towards the mast. The sonic screwdriver was in his teeth as he made his way over. With it clutched tight, he began scanning the first plate, trying to loosen the giant rivets holding it. It took a while, but it came loose, he started on the other. At this rate, he'd barely finished in time. The second rivet came loose and he pried the plate off.<p>

* * *

><p>"You're going to be alright Sky, just hold on," Uniqua said, rubbing his back. "What the heck are you clowns up to?!"<p>

"Even if the Doctor gets the Dalekanium off a bit bolt of lightnig'll still hit the mast," Gale explained, she and Apple lifting a large metal beam with a combination of strength and magic, "electricity all down the building. So, we blast the elevator with a direct line, and they get zapped." They set the beam down on a pair of sawhorses, making sure the end touched the other.

"Oh my gosh, that could work!" exclaimed the show pony.

"Then you could help us!" shouted Apple.

* * *

><p>The Doctor had just started on the second set of rivets. He struggled to get it to move, no matter what he tried, it wouldn't budge. A particularly strong gust of wind blew by, making him shiver and drop the sonic. It bounced of the metal and fell over the side, the Doctor lunged after it but couldn't follow. He cursed himself for not being a pegasus and then turned back to the plates.<p>

The lightning was getting even more frequent as the strike got closer. Without his screwdriver, the only option he had was hoping he could buck it off. All that earned was a sore hoof, nothing more.

* * *

><p>"Is that going to work?" asked Uniqua as she, Sky, and Gale huddled next to one of the pillars.<p>

"It's got to," Gale muttered. Apple galloped back in from out on the scaffolding, "I've wired it up to the scaffolding outside."

"Come here Apple!" called Gale, "sit between us and don't touch anything metal." He crouched down beside them, all eyes were glued on the elevator dial.

* * *

><p>With only second left till the gamma strike, the Doctor had to do the most desperate, most unlikely to work thing he could. He climbed up on the mast and we'd his hooves around it, hanging on for dear life. And just as the elevator full of mutts arrived on the floor below, a giant bolt of blue electricity hit the mast. It rocketed down the mast, through the Doctor, down into the scaffolding, through the metal pipeline and right into the elevator. The mutts were fried instantly.<p>

The Doctor, was not so lucky. He had to hang onto that mast with all that he had, while the gamma radiation was pouring through it and him. It was no pleasant experience, he screamed as it tried to burn him, tried frying every cell in his body. He'd dealt with this much electricity before, he must've, at some point, so he was fairly sure he'd survive. But that didn't make it any less painful.

The mutts, however, stood no chance against it. The minute the electricity stopped, the seven mutts dropped dead right there in the lift, the room beginning to smell like barbecued dog hair. Gale and Apple trotted over, "You did it Gale!"

"They used to be like Sky," she said sadly, "and I just killed them."

"No," she heard a voice say, Sky's voice. "You didn't kill them, the Daleks did." She nodded and looked down at her hooves, before she remembered something very important. "What about the Doctor!?"

* * *

><p>Each of the stretchers that had hung above the laboratory had lowered to the ground, the bodies underneath twitching as they woke. A group of them, a fraction of the total army, lined up in front of their masters. Their faces were blank and their eyes stared straight ahead. One of the Daleks rolled forward, inspecting the first one, "I-den-ti-fy your-self."<p>

"I, am, a Dalek," the mare stated.

"Ex-ce-llent," it said.

"Be-gin the in-va-sion of Mane-hatt-en," ordered the second Dalek. "The pop-u-la-tion will be con-ver-ted to Daleks."

"And from this is-land, we will con-quer the plan-et!" The third squawked.

"A-ssume batt-le po-si-tions," ordered the first. "Take arms." The ponies began to march in eerie syncopation. They all turned to the right and marched forward, passing by a rack of mobile Dalek blasters, each taking one onto their right forehoof. No matter what race, they all took the same weapon the same way.

Nightengale galloped as fast as she could up to the mast, sonic screwdriver clutched in her magic. She reached the top and gasped. The Doctor was lying beside the mast, his hair sticking straight up, and not moving. She knelt by his side, "Doctor! Doctor? Look what we found halfway down." She showed him the sonic, "You're getting careless." Her voice cracked slightly on the last word, was he really dead.

Nope, because he groaned a moment later. "Ah, my head!"

"Hey you," Gale said, breaking into a smile.

"Hi," he replied quietly, opening one eye. "You survived."

"Look like you did too," she replied, "just about. But, I couldn't help but notice, there's still Dalekanium attached." The Doctor looked back, then sprang to his hooves. They duo raced down the scaffolding to where the others were waiting. After a moment of explanation, the Doctor looked out over the city. "The Daleks will go straight for a war footing. They'll be using the sewers. Spreading their soldiers out over all of Manehatten."

"How do we stop them?" asked Sky.

"There's only one chance, I got in the way. That gamma strike went zapping through me first," he explained.

"But what does that mean?" asked Gale. He didn't answer, he turned and went back into to the office, pacing back and forth in thought. "We need to draw their fire, before they attack Manehatten I need to face them. We need someplace safe, out of the way, somewhere safe. Thinkthinkthinkthinkthink," he ran a hoof through his hair before jumping and spinning around, "Uniqua!"

"That's me, two u's and a q," she answered.

"The theater! It's right on top of them and what, gone midnight? Do you think you could get us in?"

"I don't see why not," she replied.

"Is there another lift?" he asked.

"We came up in the service elevator," Gale replied.

"That'll do," the Doctor said. Then, he said the word that we fans would hear for ages to come, "Allons-y!"

* * *

><p>Uniqua took them right to the theater, it took a little hassling but she managed to get them in. Once inside the theater, specifically the seating, the Doctor took off his coat and tossed it aside, leaping up on top of the chairs. "This should do it, here we go." He pulled out the sonic and began to scan it around them.<p>

"There ain't nothing more creepy than a theater in the dark," Uniqua muttered. "Listen, Doctor, I know you've got a thing for show tunes but there's a time and a place." Behind her, Sky slumped into one of the chairs, exhausted. "Sky, what's wrong?"

"Nothing," he replied, "it's just so hot."

"But, Sky, it's freezing." She looked back at the Doctor, "Doctor? What's wrong with him?"

"Not now Uniqua, sorry," he replied.

"What are you doing?" asked Gale.

"The Daleks are about to go to war, I'm their biggest enemy and they'll want to take me out first," he put the sonic in his mouth and raised it in the air, "I'm jus' tell in' em where I am."

* * *

><p>"So-nic de-vice de-tec-ted!"<p>

"The Doctor sur-vived?"

"Find him and EXTERMINATE!"

"We o-bey."

* * *

><p>"I'm telling you to go, Apple can take you back to Solarville," the Doctor ordered.<p>

"And I'm telling you I'm not going," Gale snapped.

"Gale, that's an order."

"What are you, some sort of Dalek?" Before he could reply, both entrance doors were broken in, the pony Dalek mutants marched in.

"Oh my gosh!" Uniqua yelped, "I guess that's them then isn't it?"

"Ponies with Dalek DNA right?" asked Gale.

"Everypony just stay calm," replied the Time-Pony, "Don't antagonize them."

"But what about the Dalek masters?" asked Sky. "Where're they?" Cutting the Doctor off again, and explosion on the stage rocked the theater. Everypony got down and hid behind the seats. Two of the Daleks rolled out on stage, between them, Dalek Sec was crawling along, chains around his neck and hooves. Like a dog.

"The Doctor will stand before the Daleks," one cried. The Doctor glanced at his friends, and slowly stood. He climbed on top of the chairs again, and walking along their tops, approached the Daleks. "You will die Doctor, it is the beginning of a new age."

"This plan-et will become new Skaro," the other squawked.

"Oh and what a world," the Doctor said, almost growling, "with everything just a bit different ground into the dirt. That's Dalek Sec, your leader. Don't you remember? The cleverest of all of you and looked what you've done to him. Is that your new empire hm? Is this the foundation for a whole new civilization?"

"My Daleks," Sec said weakly, "just know this. If you choose, death and destruction, then death and desruction, will choose you."

"In-cor-rect!" shouted on, "we will always survive."

"And now we will kill our worst enemy!" said the other. "The Doctor!"

"But he can help you," protested Sec, trying to stand.

"The Doctor must die," it continued.

"No! I beg you! Don't!" Sec cried, standing up.

"Exterminate!"

"No!" Sec jumped in front of the Dalek just as it fired, and consequently, he died. He was zapped by the laser and collapsed to the ground, dead like the rest of them were soon to be. The Doctor stared at the body, his eyes burning with anger, "Your own leader! The only pony who could've lead you out of the dark and you destroyed him." The Time-Pony looked around at the Dalek mutants, "Did you see what they just did? Huh? Do you see what a Dalek really is? If I'm going to die, why not give the new colts a shot eh?" He looked back at the leaders.

"The Dalek Ponies, their first blood," he snarled. "Go on then, _baptize them!"_

"Dalek po-nies, take aim!" the leader ordered. They obeyed.

"Well what're you waiting for?" snapped the Doctor, "Give the command."

"Exterminate!" The Doctor tensed, readying for the sting of Dalek fire. Then, nothing, no firing.

"Exterminate!" ordered the Dalek again.

"O-bey Dalek ponies will obey!"

"They're not firing," muttered Gale. "What've you done Doctor?"

"You will o-bey, exterminate!" One of them looked up at the Daleks, "Why?"

"Daleks do not ques-tion or-ders!"

"But why?"

"You will stop this!"

"But, why?"

"You must not question!"

"But, you are not our masters," she said. "And we are not Daleks."

"No you're not, and you never will be," the Doctor replied solemnly. He looked back at the real Daleks, "Sorry, I got in the way of the lightning strike. Time-Pony DNA got all mixed up, just that little bit of freedom." He winked at the Daleks.

"If they will not o-bey, then they will die," the Dalek snapped, firing down the one who had spoken out. "Get down!" He and the others ducked down as the Dalek ponies opened fire on their masters, full blast. Of course, the Daleks had shields, so it took a few minutes for the soldiers bullets to penetrate. They had no shields, so each one that got shot by the Dalek died instantly. But both of them did explode after a few minutes of shooting, the mutants dropped their guns, staring at the stage.

"It's okay!" the Doctor called, jumping to his hooves, "it's alright, it's alright. You did it, you're free!" He walked up to one of them, putting a hoof on her shoulder. The others began to stand, looking around. But there was a moment of silence, then every single one of them, every single mutant, clutched their heads and screamed.

"No!" shouted the Doctor, "They can't! They can't!" The mutants began collapsing, dead. All dead at once, every single one in the tunnels, all the ones in the theater, every single Dalek mutant was dead.

"What happened?" asked Gale, "what was that?" The Doctor knelt down by one of the corpses, "They killed them, rather than let them live. An entire species. _Genocide._" He'd committed it himself, so to see it happening again for no reason, caused a spike of anger like no other.

"Only two of the Dalek masters were destroyed," Sky said, "that means there must be one left."

"Oh yes," the Doctor muttered. "In the whole universe, only one."

* * *

><p>There it was, the last Dalek, wired into the combat computer and staring right back at him. The Doctor stared at the last Dalek.<p>

"Now what?" he asked.

"You will be exterminated," the Dalek stated.

"Yeah yeah yeah," the Doctor replied walking towards it, "but just think about it, Dalek, what was your name?"

"Dalek Caan."

"Dalek Caan, your entire species had been wiped out, and now the Cult of Skaro has been eradicated," the Doctor said, "leaving only you, right now you're facing the only stallion in the universe who will show you any compassion. Because I've seen one genocide, I won't cause another." He offered a hoof to the Dalek, "Caan, let me help you." The Dalek was silent, "E-mer-gen-cy tem-por-al shift!" It glowed blue and vanished, "No!" The Doctor galloped forward but it was too late. He stamped hoof angrily as the wires clattered to the ground.

"Doctor! Doctor!" cried Gale, she and Uniqua struggling to carry Sky into the room. "He's sick." Sky was wheezing, the Doctor raced over to them, "His heart's racing like mad,move never seen anything like it."

"What is it Doctor? What's wrong with him?" asked Uniqua. "He says he can't breathe. What is it?"

"It's time sweetheart," Sky said weakly.

"Time? Time for what?"

"None of the mutts lived longer than a few weeks. I was lucky, I held on for you," he said. "But now, I'm dying Uniqua."

"No! No you can't, not now, not after all this. Doctor, can't you do something?" she begged.

"Oh Uniqua, with two u's and a q, just you watch me!" he jumped to his hooves, throwing off his coat. "What do I need? Oh, how about a great big genetic laboratory, oh look I've got one. Sky Lark, just you hold on." He grabbed to chemicals and started mixing rapidly, "There have been way too many deaths today." He lit a Bunsen burner with the sonic, "Way to many ponies have died. Brand new creatures and wise old men and age old enemies. And I'm telling you, I'm telling you right now, I am having no more deaths today! Not one more death! You hear me? Not one!"

He pulled out the stethoscope and slipped it on, "Out of the way Uniqua, the Doctor is in!"

* * *

><p>The next morning, after successfully healing Sky, Apple came trotting towards the group as they waited outside Solarville. Sky had gotten a new outfit, a long coat and a wide brim hat to his his mutations, and it seemed to work pretty well. "Well, I talked ta them, an' I told them what I reckon Peddler woulda said, an' I think I shamed one of them."<p>

"What did they say?" asked the Doctor.

"They said yes, they'll give you a place Sky," Apple said. Uniqua hugged her colt friend, both of them smiling. "I mean, uh, don't expect there won't be any staring, and I can't garuntee you'll be safe but, in the end, I guess this is what Solarville's for. Ponies who ain't got nowhere else ta go."

"Thanks Apple," Sky said, smiling.

* * *

><p>"Do you reckon it'll work out for those two?" asked Nightengale as they trotted back towards the Tardis, the statue towering over them.<p>

"I don't know," the Doctor replied honestly. "Anywhere else in the universe and I'd be worried but, they're here in Manehatten. That's what this city's good at, whether you're griffin, zebra, crystal, or even an odd pony Dalek mutant, this place will find a home for you."

"The Dog and the Showmare," Gale remarked.

"The Dog and the Showmare," the Doctor repeated with a chuckle.

"It just proves it I suppose," Hale muttered, looking out at the city, "there's somepony for everypony."

"Maybe..." The two glanced at each other then started back towards the Tardis. As he unlocked the doors, Gale spoke up again, "I meant to say, I'm sorry."

"What for?"

"That Dalek, it got away, I know how much that means to you. Think you'll ever see it again?"

"Of course," he replied as she trotted into the Tardis. He looked back at Manehatten, the events of the night before replying in his mind, "Someday."

_To be continued in, the Laserus Experiment..._

**ALL: HAPPY EASTER!**

**ME: yeah, sorry, no Easter specials. But, ta da, another chapter! Feedback on the monsters, specifically the mutts, would be lovely. I sometimes re-morph monsters to be more mlp, so I'd love to hear what you thought. Until next time, Avante!**


	7. Episode 7, the Laserus Experiment

Doctor Whooves

_The Laserus Experiment_

**Hallo everyone, this is personally one of my more enjoyed episodes. I don't know why, it has sort of a, domestic, feeling to it, but I enjoy it anyhow. So, enjoy! Feedback it always appreciated. **

**PS. Laserus is pronounced just like Lazarus, just, spelled like laser instead.**

Nightengale clung to the console as the Tardis rocked around her. The Doctor reached past her, nudging a switch with his hoof and pressing few buttons, the shaking stopped with a thud. "There we go! Perfect landing! Which is not easy to do in such a tight spot," he remarked scratching his ear.

"I'd imagine you'd be used to tight spots by now," Gale replied, dusting her turquoise jacket off. She glanced at the door, buzzing with excitement, "So? Where are we?"

"End of the line," he replied. She galloped over to the door, a hoof on the handle, "No place like it." She pulled open the doors and stepped outside, freezing.

She was home; outside the Tardis was her small flat. With its tiny blue couches covered with blankets, her desk with computer and miscellaneous papers, family knick knacks and photos, and her old laundry in a basket by the Tardis.

"Home," she said in surprise, "You took me home." The Doctor stepped out behind her, leaning against the doorway, "In fact, just about the morning after we left. You've only been gone about twelve hours. No time at all really."

"But, all the stuff we've done, Starswirl, new Manehatten, old Manehatten," she said, not fully believing it.

"Yep, all in one night, relatively speaking," he replied. "Everything should be as you left it, books, radio, laundry." With her magic she tossed a blanket over the basket, blushing like mad. "So, back as you were, as promised."

"This is it?" she asked sadly.

"Uh, yeah, I should probably uh," his stutterings were cut off by the phone ringing. The answering machine picked up, "_Hi I'm out! Leave a message!"_

"Sorry," Gale replied.

"_Nightengale? Are you there?"_ asked her mom over the phone. "_Pick it up will you?"_

"It's mum, I'll just wait," she said.

"_Fine, pretend you're out if you like, I was only calling to say your sister was on the radio. The news of all things. Just thought you'd be interested._" Gale glanced at the Doctor, and then turned on the radio.

_"The details are top secret,"_ said the voice of an old stallion.

"How could Sparrow end up on the news?" she muttered, listening.

"_Tonight, I shall demonstrate our device to the world."_

_"_She's got some new job, a PR for some research company."

"_With the push of a single button, I shall change what it means to be mortal."_ She switched off the radio and looked back at the Doctor, "Sorry. You were saying we should-?"

"Ah, yes, yes we should," he stammered. "One trip, that was the deal."

"I guess it just kind of, escalated," she replied.

"I guess so, seems to happen to me a lot."

"Yeah, thank you, for everything." He smiled, "It was my pleasure." He turned and trotted back inside the Tardis, shutting the door behind him. Gale stepped back, watching it as it de materialized. And despite herself, she had to fight back tears. That had been the trip of a life time, even if it only last a few days. She sighed and was turning away when a familiar wind swept through the flat, she spun around and smiled.

The Tardis reappeared and the Doctor threw the door open, "I'm sorry, did he say he was going to change what it means to be mortal?"

**Play theme in T minus ten, nine...**

Looking over the city, old Professor Laserus smiled contentedly. His now white mane was combed and slicked back, his suit was pressed, his faded green coat shined, he was ready for tonight. His cutie mark matched the logo on the computer behind him, two spirals of DNA. Beside him was his loyal assistant, and likely his wife or something, Icy Shores. Her coat was a light blue, and her mane was the same but swirled with grey, her cutie mark was a silver coin, and her own black suit was laced with ribbon. He was a unicorn, she a Pegasus.

"Are you sure it's safe?" she asked nervously.

"There were some issues," the professor replied. "But, they've been resolved. I'm confident I am in no serious danger."

"That's comforting, but, you are not the only one I'm worried about," she said honestly. Laserus chuckled, "You're concern is touching."

"The ponies in that room represent thousands of bits in future investments," Shores continued, "Mr. Clockwise wants them to like what they see."

"Don't worry, our friend will get his money's worth," he replied. There was the sound of hoof steps as Sparrow, Nightengale's sister, trotted into the room. She was carrying a clipboard and pen in her pink magic, "You, wanted the guest list for tonight sir?" she asked when the professor looked back.

"Yes, thank you Miss Sparrow." She trotted it over and set it on the professor's ornate black writing desk next to the miniature statues of Celestia. As she did, Professor Laserus placed a hoof on her shoulder, "That's an interesting perfume. What's it called?"

Unnerved, she replied: "Soap." Before turning and trotting away.

* * *

><p>"I hate black tie," grumbled the Doctor, trying again to fix his bow tie so it was comfortable. Celestia help him if he ever actually <em>enjoyed<em> wearing one of these things. Gale had told him that if they were going to see what Laserus was up to, they'd have to dress formally. And he'd gone and gotten his suit. "Whenever I wear this something bad always happens."

"That's not the suit, that's just you," Gale replied. She was wearing a sleeveless navy dress that went down to her knees on her back hooves. She had a tattoo on her right shoulder of a small bird holding a tulip, not something you saw on a pony every day. Her hair was brushed and held back by a sequined head band. "And I think it suits you, in a Con Mane kind of way." (Pony James Bond, totally legit! MMMystery on the Friendship Express)

"Con Mane?" repeated the Time-Pony, shocked. "Really?" She nodded, he stopped fiddling with his tie, and they trotted up the steps into "Laserus Laboratories". A large banner was strung across the entry with that on it, along with the logo. A disc with two sets of circles, shrinking as they went around the edge of the circle until they reached the start of the other half.

Inside, the party was already started. A band of string playing ponies played pretty pieces for pony's pleasure, waiters walked around serving small bite sized snacks on floating silver trays, posh ponies like Photo Finish and Sapphire Shores chatted with one another about the fancy dress, and in the center of it all, was a machine. In the dead center of the room was a large circle platform, on top of it, a white frosted chamber stood in the center of four large pillars. Each pillar was white at the base, with a glass tube filled with glowing blue electronics, and a slightly curved white top, almost like claws.

A waiter passed by the Doctor and Gale carrying a tray of small fancy crackers. "Oh! They've got nibbles," the Doctor exclaimed, grabbing a couple off, "I love nibbles." He stuffed on in his mouth right away, not even caring if it was impolite. Nightengale felt a tap on the shoulder, "Hey." She turned around and saw Sparrow behind her, in a black evening grown with feathers on a clip in her mane.

"Sparrow!" she cried, hugging her sister. They broke apart, Sparrow smiled at her sister, "You look great. So? What do you think? Impressive isn't it?"

"Very," she replied.

"Two nights a row, that's dangerously close to a social life," Sparrow warned.

"I keep this up I'll end up in all the gossip columns," Gale joked.

"You might," her sister replied. "Keep an eye out for photographers, and mum. She's dragging Hawk along with her."

"Hawk? In black tie? This I must see," she paused, noticing that Sparrow kept glancing over the Doctor, who still had his mouth full. "Oh, Sparrow, this is the Doctor." He nodded, setting down his last snack so he had a free hoof, "Hello!"

"Is he with you?" she asked.

"Yes."

"But, how'd he get in? He's not on the list."

"He's my uh, plus one."

"So, this Laserus, he's your boss?" the Doctor interrupted, swallowing the last of his snack.

"Professor Laserus," Sparrow corrected, "yes, I'm part of his executive staff." Gale rolled her eyes, "She's just in the PR department."

"I'm head of the PR department," Sparrow said shrilly.

"You're joking," Gale gasped.

"I put this whole thing together," she said.

"So, then you know what the professor will be demonstrating?" the Doctor asked. He gestured with a hoof at the large machine beside them, "That looks like it might be a sonic generator to create a magic micro field." Sparrow rolled her eyes, "He's a science geek, I should've known. Got to get back to work now, catch up with you later." She turned and trotted off into the party.

The Doctor glanced at Gale, "Science geek, what's that mean?"

"You are obsessively enthusiastic," she replied. The Doctor nodded, smirking a little, "Oh, nice."

Elsewhere in the room, Cardinal and Hawk, Gale's mom and older brother, walked in. One in a dress, the other in a suit, respectively. Cardinal observed the party before continuing her conversation with Hawk, "Your father's caused me enough heartache with that trophy mare of his."

"It's just something he said last night," Hawk replied as they walked towards the center. Cardinal spotter her daughter near the machine, "Oh, Gale!" She spun around, "Mum!" And galloped over, embracing her mother happily.

"Oh! Alright, what's the occasion?" Cardinal asked as Gale hugged her tightly.

"What do you mean?" replied Gale a bit nervously. "I'm just pleased to see you is all."

"You saw me last night."

"I just, missed you." She smiled at her brother, "You're looking good Hawk."

"Sure, but is anypony asks me to get them cider I'll buck them," he replied, smirking.

"You disappeared last night," Cardinal said.

"I just, went home," she lied.

"On your own?" Gale stammered, when she noticed the Doctor behind her a little.

"This is a friend of mine, he's the Doctor," she said, changing the subject. He and Hawk shook hooves.

"Um, Doctor who exactly?" asked Cardinal.

"No, just the Doctor," Gale corrected. "We've been doing some work together."

"It's lovely to meet you miss Cardinal," the Time-Pony said with a smile, "I've heard a lot about you."

"Oh? What've you heard?" she asked.

"Well, that you're, um, nice, and that your Gale's mum and, that's about it actually," he said honestly. "We've been pretty busy."

"Busy? Doing what?" He glanced at Gale, "Um, you know, stuff?" Celestia! Didn't he know how bad that sounded? He didn't have to say anymore because the sounds of tinkling glass wear. All eyes turned to the machine, where Professor Laserus stood, a goblet and spoon in his magic. He set the food ware aside and addressed the crowd, "Fillies and gentle-colts, I mad Professor Laserus, and tonight, I shall perform a miracle. It is, I believe, the greatest magical advance since the discovery of the Elements, the biggest leap since Princess Luna's restoration. Tonight, you will watch and wonder. Tomorrow, you will awake to a world, changed forever."

He turned and nodded to a young mare in a lab coat beside the machine, then opened the door and trotted inside. The mare galloped over to a desk where a stallion was working a desk full of computers. She flipped a few switches and with a signal to the stallion, pressed the big red button. Odd how such a complicated machine was activated by a big red button, oh well.

Once it had been pressed, the door sealed shut behind Laserus. It lit up bright, the columns split into three pieces, the curved tops reaching over the chamber as the technology filled centers began spinning. Then, the whole thing began to spin, emitting a bright blue light ponies were wincing at. Loud zaps emitted from the chamber as it got louder and louder, an orb of glowing watery like substance was forming over the chamber as the arms spun a faster and faster.

Suddenly, and alarm tore through the air. The Doctor's ears shot up, "Something's wrong!" On instinct he galloped towards the computers, sonic screwdriver at the ready. "It over loading!" He leapt over the desk and began scanning the sparking computers.

Icy Shores called over the noise: "Somepony get him away from those machines!"

"If I don' shtop it it'll take da whole build in' wit it!" he shouted back, scanning wildly. He grabbed onto a large cord with both hooves and ripped it out of the computers. The machine deactivated swiftly, lights dimming quickly. He pocketed the sonic and raced towards the machine, "Get it open!" Gale jumped up and opened the door with her magic. A small cloud of smoke poured out.

A single light green hoof stepped out, followed by another. A tall green unicorn was leaning against the doorway, breathing heavily. With a single nervous hoof, he reached up and felt his muzzle, smiling widely. He stepped fully out of the capsule, all eyes were on him. The new pair of wings that had hung limply at his sides raised into the air as he spoke, "Fillies and gentlcolts, I am Binary Laserus, I am sixty three years old, and I am reborn!" The crowd stood in stunned silence before applauding wildly for the new Alicorn that stood before them.

"He did it," muttered Icy Shores happily, "he _actually_ did it."

* * *

><p>Later on into the night, after everypony had been reassured that yes, Laserus had turned himself into an Alicorn, and he started posing for pictures. Gale watched warily from beside the machine as the Doctor took a look as well.<p>

"That can't be the same stallion," she muttered, "it's impossible without really powerful magic. It's got to be a trick."

"Oh it's not a trick, I wish it were," the Time-Pony replied, looking over at Laserus.

"What just happened then? Only the Princesses have that kind of magic," she protested.

"Well, I think he just changed what it means to be mortal," the Doctor replied. They watched as Icy Shores rotted over to him, shooing the younger mares away.

"That was _the most_ astonishing thing I have ever seen," she said with a wide smile. "Just look at you!"

"This is only the beginning," Laserus replied. "We're not just making history; we're shaping the future too."

"And think of the money will make," she mused, the money stacking in giant piles inside her mind. "Ponies will sell their souls to be transformed like this, and I'll be the first in line." Laserus smiled warmly, and then stiffened, gasping at some unknown pain. A hoof shot to his head, it felt like somepony had just taken a hammer to it. But despite the pain, he used his magic to take a tray from one of the waiters and began eating the snacks at a rapid pace.

"Binary!" snapped Icy.

"What? I'm famished!" he snapped through a mouthful of food.

"Energy deficit," a voice said as the Doctor approached. "Always happens after this kind of procedure."

"You speak as though you see this kind of thing every day," Laserus remarked, eating another ordive, "Mister?"

"Doctor," he supplied, Gale joining him, "And no, not every day. But, I do have some experience with these things."

"That's impossible," countered the professor.

"Using hypersonic sound waves to manipulate and collect massive amount of magic, that's, that's inspired!"

"You understand the theory then?"

"Enough to know you couldn't have possibly allowed for all the variables."

"No experiment is entirely without risk."

"That thing nearly exploded, you might've well stepped into a dragon's mouth!"

"You are not qualified to comment," snapped Icy Shores.

"If I hadn't stopped it, it would have exploded," the Doctor reminded her.

"And for that, I thank you," Laserus interrupted kindly. "But that's a simple engineering issue. What happened inside the chamber was exactly what was supposed to, no more, no less."

"You've no way of knowing until you've done proper tests," insisted Nightengale, making her presence known among the group.

"Look at me!" the professor replied, spreading his wings, "You can see what happened. I am all the proof you need."

"The machine will be certified properly before we begin operating commercially," Shores said.

"Commercially?" snapped Gale, "you must be insane! That'll cause chaos!"

"Not chaos," Laserus said, his voice changing to a quite stiff tone, "change. A chance for Equestria to evolve, to improve."

"This isn't about improvement," the Doctor said, his voice matching Laserus's tone, "this is about you and your clients _living a little longer._"

"Not a little Doctor," the Alicorn replied, "A lot longer. Perhaps indefinitely, or have you forgotten the terms of being an Alicorn?"

"Binary, we have things to discuss. Upstairs," interrupted Shores, she motioned with a hoof and began trotting away. Laserus started to follow, "Good bye Doctor," but turned back, "Years from now, you will look back and laugh at how wrong you were." He held a hoof toward Gale, but when she took it, he leaned forward and kissed it gently. He nodded once more, before following Icy Shores.

The Time Travelers watched him go. "Ooh, he is out of his depth," muttered the Doctor.

"So what do we do?" asked Gale, looking at her hoof.

"Well, this building is full of laboratories, I say we run our own tests," he replied.

"Lucky thing I just collected a DNA sample then," she said, holding out her hoof. The Doctor broke into a smile, "Nightengale you are a star! Come on."

* * *

><p>Back in Laserus's office, they were looking out the large window once more. Both had drinks in hoof.<p>

"I grew up over there," Laserus remarked, pointing across the river. "A tiny little flat above a bakery."

"It'll have a copper plaque there soon," Icy shores said with a smile. "Binary Laserus lived here."

"It's gone now," he muttered. "Collapsed after the earthquake."

"Oh, of I course."

"Do you remember that day? When the ground shook worse than ever, buildings collapsing around us."

"I was hiding with my parents someplace safe."

"I was in the library at the time, the one that used to be a temple. My family rushed outside to crypt, hoping it was safer than inside. So we hid, the living, cowering among the dead."

"But look at what you've built now," Shores said, trying to direct his thoughts away from that day. "You've laid the foundations for a new empire, and empire we can rule together." She leaned forward, trying to give him a kiss, but Laserus just shied away.

"What's wrong?" He looked at her a moment, then smiled. He put a hoof under her chin and turned her head towards the window, "Look at yourself Icy." She pushed his hoof away in anger.

* * *

><p>After taking the sample of Laserus's DNA from Gale's hoof and placing it in the scanner, they duo watched intently to search for any kind of change. The Doctor had put his black specs on, whether for show or not, it didn't matter. "Amazing," he muttered.<p>

"What?" asked Gale.

"Laserus's DNA," he answered.

"I can't see anything different," she said honestly.

"Look at it." She stared at the screen just in time to see the DNA split apart, a new thingy enter the space that had opened, and then seal itself back together. "Oh my Celestia! Did that just change?"

"Yep."

"But it can't have!"

"But it did."

"That's impossible!"

"And that makes two impossible things we've seen this evening, don't you just love it when that happens?" the Doctor said with a smile.

"That means Laserus changed his own DNA structure," Gale concluded.

"Using hypersonic sound waves to collect and concentrate magic enabling him to destabilize the cell structure and implement a metagenetic coding into the proteins," he said. "Basically, he hacked into his genes and ordered them to keep him like this indefinitely."

"But it's still mutating."

"Because he missed something. Something in his DNA isn't letting it stabilize; it's trying to change him."

"Change him into what?"

"I don't know," the Doctor replied honestly.

"That mare said they were going upstairs!"

"Let's go!"

* * *

><p>"It's me who made all this possible!" cried Shores, frustrated. "This is my triumph as much as it is yours! I will not be denied by you or anypony, not after everything I've done!"<p>

"Please," sneered Laserus, "you saw a profit and decided to back me for that. Your concern was financial."

"You want the money as much as I do!" she protested, not noticing that her partner looked a bit pale. "We had a plan! When the device was ready, I would be rejuvenated too. We'd be Rich and young forever!"

"Oh my dear, do you really think I'd waste another lifetime on you?" he asked.

"Did that process make you even more cruel?" Shores snapped.

"No my dear, that I learned from you," he replied.

"Then you'll know I'll protect my involvement in the project. I'm sure mister Clockwise-" Laserus gasped in pain, his drink falling out of his magic as he lost concentration. "What's the matter?" Shores asked. He rubbed his head, shaking a little, "I-it's nothing, probably j-just a cramp. It'll pass in a moment." He cried out in pain, dropping to his knees, then onto his side, twitching spasmodically.

"What wrong with you? Binary?" Shores asked, panicking. "Is it some sort of seizure? What do I do?" She froze though, as new limbs began to tear through Laserus's suite. She watched horror struck as he changed from a dignified Alicorn to a huge monster that looked like it was made of flesh and bones. A massive scorpion like tail reared up, the end opening toe veal a pair of sharp spikes, before lunging at her.

* * *

><p>"Sparrow! Have you seen your sister and that Doctor anywhere?" asked Cardinal. Sparrow shook her head, "Not since the demonstration."<p>

"Do you know anything about him?" she continued, "Has she ever mentioned him?"

"Not to me."

"The way she followed him," Cardinal muttered.

"She's a doctor, she was doing her job," Sparrow insisted.

"She's not a doctor yet, won't ever be unless she stays focused," her mother snapped.

"Look, she's found a colt, big deal," Hawk said, interrupting their argument. "What's wrong with it?"

"I don't know Hawk," Cardinal replied, "I just have a bad feeling about this."

Elsewhere in the ballroom, Binary Laserus stepped out of the elevator, a new button up blue shirt under his tuxedo jacket. He looked round the room, and then rolled his head along his shoulders, bones clicking back into place. He smiled, spotting his target, and trotted forward. He tapped on Sparrow's shoulder with a hoof, "Sparrow, I could smell that soap anywhere."

"Professor," she replied a bit nervously.

"I'm sorry fillies and gentlcolts, you'll have to excuse me, I need a moment with Miss Sparrow," he said politely. "I've been neglecting her."

* * *

><p>"Well, this is definitely his office," Gale remarked as she and the Doctor trotted out of the lift.<p>

"So where is he?" asked the Time-Pony.

"Don't know," she said honestly. "Let's try back at, the, recep..." She trailed off, her jaw hanging lose at the sight of a pair of shriveled hooves behind the desk. The Doctor followed her gaze then galloped over. Behind the desk was the mummified corpse of Icy Shores, skin shriveled and dusty. They knelt next to her, "Is that Miss Shores?"

"Used to be," the Doctor muttered, "now it's just a shell. All the life energy's been sucked right out. Like squeezing the juice from an orange."

"Laserus?" asked Gale.

"Could be."

"But that means he's changed already."

"Not necessarily, you saw the DNA it was fluctuating. A transformation like that must demand energy; this might not have been enough."

"So he'll do it again?" They looked at each other. Before jumping to their hooves and racing towards the lift. The Doctor pressed the button, and then jumped into the lift when it arrived. Just as the door to theirs was closing, the other was opening. Laserus and Sparrow trotted out, the both of them chuckling at some joke.

"You seem very young for such a responsible position," he remarked. "Have you much experience?"

"Not re ally," Sparrow said honestly. "The interview panel thought I had the right attributes."

"How perspective of them," Laserus said with a smile.

"Where are you taking me?" she asked, curious.

"Up to the roof, it's such a lovely night; I thought I'd share the view. It's quite extraordinary."

"Like a lot of things around here," Sparrow said. He let her trot ahead, before rolling his head a little to the right, trying to remove the discomfort of imminent change.

* * *

><p>Nightengale and the Doctor galloped into the reception, searching frantically for the Professor.<p>

"I can't see him," called Gale.

"Keep looking, he's got to be here somewhere," the Doctor replied.

"Hey Gale!" called Hawk, "Mum wants to talk to you."

"Have you seen Laserus anywhere?" she asked.

"Yeah, just a couple minutes ago, he was getting kind of cozy with sparrow." She looked at the Doctor, "With Sparrow!"

"Ah, Doctor-" he shoved passed Cardinal, dumping her cider all down the front of her dress. Gale followed quickly. "Nightengale!"

"Not now mum," she snapped back, galloping towards the lift. Cardinal shook her head sadly, before trotting over to one of the tables. As she attempted to wipe the drink off her dress, another glass was set down beside her.

"You look like you could use one of these," the sharp suited earth stallion said.

"Oh, thank you," she muttered.

"Do you know that stallion?" he asked, pointing with a hoof at the Doctor.

"No, he's a friend of my daughter's," Cardinal replied stiffly. He watched as the duo trotted into the lift, "Perhaps she should choose her friends more carefully."

* * *

><p>The lift dinged as it arrived on the top floor. The time travelers galloped out, searching frantically for Gale's sister.<p>

"Where are they?" she asked, panicking. The Doctor whipped out the sonic and began to scan, "Fluxchuating DNA will ushually give off a shignal, if I could jusht pinpoint it." The sonic beeped, slowly getting faster as he raised it upwards. "Got 'im!"

"But this is the top floor!" cried Gale. "The roof!"

* * *

><p>"The temple looks beautiful all lit up like that," Sparrow remarked as the pair of them stood on the roof, gazing out at the city.<p>

"It's Moonstruck Library," he replied. "The only Alicorn temple in the city, converted to one of the most amazing libraries ever. It's been around longer than I have."

"Well, you're looking good for your age," she remarked. "Can I?" He smiled, "Of course." Sparrow lifted a tentative hoof, and gently touched his cheek. It felt real, but how could it be. Then she felt the feathers on his new wings, also real.

"I still can't take it in," she muttered.

"I'm still in shock myself," he remarked. "I've been working towards this for so many years; it's hard to believe I've finally done it."

"Is it how you imagined?" Sparrow asked.

"I find nothing is ever exactly how you expect it," Laserus answered. "'Between the idea and the reality, the motion and the act-'"

"'Falls a shadow'," finished a new voice. The two of them looked round, to where Nightengale and the Doctor were standing.

"Ah, so the mysterious Doctor knows his poetry," remarked the Alicorn. "I'm impressed."

"Gale? What're you doing here?" hissed Sparrow angrily.

"I wouldn't have thought you had time for poetry, Laserus," said the Time-Pony, "what being so busy defying the laws of nature and all."

"You're right Doctor," he replied, "I haven't had enough time to do everything I wanted. But imagine what I could accomplish with another life, maybe two?"

"It doesn't work like that," the Doctor said stiffly. "Some ponies live twenty years, others live to eighty, it isn't the time that matters, it's the pony."

"But imagine, with the right pony, what a gift that would be."

"Or what a curse." The Doctor's voice had taken a dangerous edge to it, he knew what a longer life was like, he knew how bad it got after long enough. But he also knew Laserus would not listen. "Look at what you've done to yourself."

"Who are you to judge me?" he snapped.

"Come over here Sparrow," said Gale gently. Sparrow huffed angrily and stormed over, "What is with you? Every time I find somepony nice, you come in and ruin it!"

"He's a monster Sparrow!" insisted Gale, noticing that Laserus had dropped to his knees in pain.

"I know it looks weird, but if it works for Icy Shores-" a growl cut her off. Slowly she turned around and watched, horrified, as the mutated form of Laserus grew in size before them. He looked made of flesh, with large bones sticking out of his back like spines. A massive bone and meat scorpion tail reared up behind him, matching all too well with the eight black legs coming out of his sides. His wings had been shrunk to absurdly tiny, as had his horn; it would've been hilarious if the creature hadn't been horrifying. Its face remained more or less like a flatter version of Laserus's original, but the jaw split open to reveal a pair of poisonous mandibles.

"What the-"

"Run!" cried the Doctor. The three of them broke into a sprint towards the door that would lead them downstairs. Laserus roared and swung his tail at them, missing Gale by the end of her tail. She slammed the door shut with her magic, the Doctor sonicked the lock shut, they raced towards the elevator. A loud bang echoed through the building as Laserus threw himself at the door, the lights dimmed and an alarm began ringing.

"Sparrow, what is that?" asked Gale as she tried for an elevator.

"An intrusion," she answered, "it triggers a security lockdown. Kills the power, stops the lifts, seals the exits."

"That means he's breaking in," said the Doctor. "The stairs, come on!" They raced for the stairs, going down them three at a time as fast as possible. Four floors down and a massive cracking ripped through the air.

"He's in!" called Gale.

"Keep moving!" the Doctor shouted back. They galloped full speed into the reception, "Sparrow? Is there another way out of here?"

"Yeah, over that way," she answered. The Doctor pulled out his sonic and tossed it to Gale, who caught it in her magic. "Gale, setting fifty four, now hurry!" She nodded unsure day but followed her sister towards the door. The Doctor galloped up onto the podium the machine sat on, "Listen to me! Everypony in this room is in serious danger! You all need to get out of here right now!"

"What danger?" snapped a mare. "The biggest danger here is choking on an olive!" Then that's one big olive, because as she said that, Laserus appeared on the upper level and roared. He jumped down, landing on one of the tables and causing ponies to scatter. All the ponies raced towards the door where Gale was struggling to open it with the sonic.

"Mum get back!" cried Hawk, standing in front of his mother protectively. Laserus picked up a table with his tail and tossed it at them, smacking the poor pegasus right in the face. "Hawk!"

"Over here!" called Gale, pushing the doors open. "Everypony out this way! Get downstairs!" One mare, stood frozen, her wide blue eyes locked on the giant scorpion like monster that was approaching her. Laserus raised his tail, the end of it split open, revealing a pair of deadly needles.

"No! Leave her alone!" cried the Doctor. But he was too late, Laserus plunged the needles into the mare, she visible shrunk and withered into the mummified corpse in a matter of seconds before dropping to the ground. Behind it, Cardinal rushed to Hawk's side, pushing the table off him. Laserus turned towards them, spying two easy targets, ripe for the picking.

"Laserus! Leave them alone!" snapped the Doctor, trying to distract the beast. It looked away from them and Gale rushed over to help. The Doctor looked him dead in the eye, "What's the point? You can't control it, the mutation's too strong. Killing those ponies won't help you Laserus. You're a fool! A vain old stallion who thought he could defy nature. But nature had her own bag didn't she? YOU'RE A JOKE LASERUS! A HOOFNOTE IN THE HISTORY OF FAILURES!"

Laserus roared angrily, the Doctor turned and ran as fast as he could. Which, considering, was pretty flipping fast.

"What's he doing?" asked Cardinal, scared.

"Buying us some time," Gale said. She out both hooves on either side of Hawk's head, "Let's not waste it. Hawk, look at me, focus on me." He looked at her, dazed. "Yeah, he's got a concussion; mum you're going to have to help him downstairs." She let go of Hawk's head, and using her magic, scooped a bunch of ice cubes from a bucket and put them into a napkin, making a makeshift ice pack. She passed it to Cardinal, who took it in her own magic. "That'll keep the swelling down, now go! I'll be right behind you."

* * *

><p>He galloped full speed down a glass white corridor, the roars of Laserus behind him. He happened to glance back. Only to see it climbing up onto the ceiling and chasing after him upside down. That only fueled his speed.<p>

The Doctor pushed through the door, galloping into the maintenance room. Pipes and valves all around him, and with the lights down, he'd be practically impossible to find. He galloped in, slowing to a silent trot. He climbed down a ladder and hid behind a few large pipes. He heard the door slam open and Laserus walked in.

"It's no use Doctor," the monster purred. "You can't stop me."

"Is that the same arrogance you had when you swore nothing had gone wrong with your machine?" he shouted, hoping it echoed enough that he wouldn't be easy to pinpoint.

"The arrogance is yours; you can't stand in the way of progress."

"You call _feeding_ on innocent ponies progress?"

"It is a necessary, sacrifice," he hissed.

"That's not your decision to make!" the Doctor called.

* * *

><p>When Gale and her family finally arrived in the front room, everypony was piled against the spinning door, trying to break it open.<p>

"We can't get out! We're trapped!" gasped Sparrow.

"There must be an override switch, where's the security desk? Sparrow!"

"Over there," she said, pointing. Gale galloped over, clearing the desk in a single leap. With the sonic in her magic, she looked at the large wall of blinking lights that represented the building. She activated the device and began scanning it. A moment later, the lights blinked on and the door unlocked. Ponies galloped outside to freedom.

But the power being back on wasn't such a good thing.

Because as the lights came on in the maintenance room, the Doctor happened to look up above him, where the mutant was hanging.

"Peekaboo," snarled Laserus.

"Oh," said the Doctor, eyes wide in surprise, "Hello there." He wasted no time scrambling to his hooves and getting the heck out of there. Laserus roared and gave chase.

* * *

><p>As Cardinal and Sparrow helped Hawk outside, Nightengale looked at the sonic. She felt something inside, "I need to go back."<p>

"Gale," said her mum, worried, "you saw what that thing does, it'll kill you!"

"I don't care, I have to go," she insisted.

"It's that Doctor isn't it?" Cardinal said. "That's what happened to you. That's why you've changed."

"He was buying us time Gale!" said Sparrow. "We can't waste it!"

"I'm not leaving him," she said strongly.

"Gale!" She turned and galloped towards the stairs, the sonic screwdriver bouncing in her magic.

* * *

><p>The Doctor pushed through the doors of a chemical laboratory; he shoved a small chair in front of the door. He knew he was on a short time so he had to work fast. He jumped up on a desk, and using his fore hooves to balance him, he stood on his hind hooves and pulled a light bulb off the wall. Behind it were two cords that lit it, using one hoof her pushed them closer together, so they'd create a spark.<p>

He jumped off the desk and opened the two gas valves on it. He turned to the other desk and did the same, before galloping around to another and doing the same. As he reached the fourth, Laserus broke through the door. The Doctor ducked down beneath the desk, but he still reached up and opened the gas valves.

"More hide and seek Doctor?" the mutant asked. "How disappointing. Why don't you come out and face me?"

"Have you looked in the mirror lately?" he called, standing up. "Why would I want to face that?" Laserus roared and lunged at him, the Time-Pony turned and galloped towards the doors. He slapped the light switch with his tail, causing the wires to spark and light the gas that had been feeling the room. A massive fireball filled the room, surrounding Laserus and causing a wave of heat to fling the Doctor forward. He got back onto his hooves and kept running.

After crossing a bridge between halves of the building, he rounding a corner and literally ran into Gale.

"Oh! What're you doing here?" he stammered.

"I'm returning this!" she answered, holding out the sonic. He took it, "How did you?"

"Heard the explosion, thought it must be you. What was that?"

"Me trying to take out Laserus."

"Did it work?" The both heard a roar and looked over at the other side, where an angry scorpion creature readied to leap the gap. "Evidently not!" The duo turned on a hoof and got out of there and Laserus jumped the gap, barely making it over but enough to pursue. They galloped into the reception hall, now empty except for the machine.

"What now? We've just gone round in a circle!" Gale asked, worried and out of breath.

"We can't lead him outside," the Doctor muttered. He galloped up to the machine and opened the door, "Come on. Get in." She obeyed; he squished inside next to her. They both fit, but it was a bit snug. A giant shadow appeared out the side.

"Are we hiding?" whispered Gale.

"No," the Doctor whispered back. "He knows we're in here. But this is his triumph; I'm betting he won't destroy it to get to us."

"So we're trapped?" she asked, a bit irritated.

"Well, yeah, that's a slight problem."

"Have you got a plan?"

"Yeah, the plan was to get in here"

"And then what?"

"And then I'd come up with another plan... Hey, can you get the sonic? It's in the inside pocket of my suit." Gale rolled her eyes, but levitated it out of his pocket. He snatched it out of the air with his mouth, and started to kneel down. "Hey! What're you doing?" asked Gale as she squished closer to the wall to avoid being squished or put in an, awkward, position.

"Improvishing," he replied, pulling a panel of wires out of the ground.

"I still don't understand where this thing came from," Gale said, watched as Laserus's shadow moved around them. "Is it alien?"

"Nah, for onshe ish shtrictly equine," he said through the sonic.

"But how can that thing be pony?"

"Probably from dorman' genes in Lasherush's DNA," the Doctor replied. "De energy field in dis ting musht 'ave reactivated dem. An' it looks as if dey're becoming dominant."

"So it's a throwback?"

"Shome opshun nature rejected for you billions of years ago, but de potential ish shrill dere, locked away in your genes until Lasherush accidentally unlocked it."

"Like that legend, Pandora's box."

"Exactly, nice dresh by da way." There was a moment of tense silence, when suddenly, the bright blue light of the machine outside lit up.

"Doctor, what's that?!" asked Nightengale, a bit panicked.

"Shounds like he shwitched de machine on," the Doctor muttered.

"And that's not good is it?"

"Well, I wash hopin' it'd take 'im a bit longer to figure dat out." The chamber began to hum as the oscillating pillars outside spun around faster and faster. "I don't mean to rush you but-"

"I know I know! Nearly done!"

"What are you doing?"

"Trying to shet the capshule to reflect energy rather than reshieve it."

"And will that kill him?"

"When he transforms, he's tree time's hish size, cellular triplicashun, sho he'sh shpreading himshelf tin." The light grew even brighter, Gale began to panic as the humming grew louder, "We're going to become like him!"

"One more wire, done!" There was loud zap then a sound similar to a rush of wind, Laserus's roar died with it. The light dimmed and the humming ceased. The Doctor nudged open the capsule door, slowly stepping outside. Gale trotted after him, just as wary.

"I really thought we were going to go through the blender there," she remarked, rubbing one shoulder with her hoof.

"It really should not take that long to reverse the polarity," the Doctor muttered, pocketing the sonic. "Must be out of practice." Slowly, they trotted towards the inert form of Laserus, back to the form of a young Alicorn. His eyes were blank and he wasn't breathing.

"Oh Luna, he looks so normal now," Gale said sadly.

"That poet saw this too," the Doctor said, just as somber. "This is the way the world ends, not with a bang but a whimper."

* * *

><p>The minute that the two trotted out of the building, paramedics rushed in. They only brought out one body, the mummified two had to be carried out in boxes or they would disintegrate. The Doctor watched as Laserus's body was wheeled into an ambulance coach, covered with a black bag. He untied his bow tie, finally glad to be rid of it.<p>

"Here she is! She's okay!" he heard Sparrow call. The whole family galloped over, each giving Gale a warm hug. The Doctor put on a smile as cardinal stormed towards him, "Ah, Miss Cardinal, I believe we haven't finished our chat." _SMACK_! He gasped in pain, recoiling.

"Stay away from my daughter," she snarled. He rubbed his cheek, now sore from yet another mom slap.

"Mum, what're you doing?" snapped Gale.

"He's dangerous," she said, scared. "I've been told things!"

"What are you talking about?"

"Look around you, death, and destruction."

"This wasn't his fault; _he saved us,_ all of us!"

"And," interrupted Hawk, "I'll say, since Sparrow invited everypony to this thing, I'll say it's her fault." His sister elbowed him in the side for that remark. A gigantic crash split the air, mother Doctor looked over, and then galloped towards it. Gale started to follow, but her mum kept a hoof on her shoulder, "Don't go." Gale shook her head sadly, before galloping after him.

"Nightengale!" called Sparrow, starting to follow.

"Not you too!"

"Sorry," then she galloped after her sister. She found them standing beside the wreckage of the coach, all the paramedics reduced to mummified corpses.

"Laserus, back from the dead," said the Doctor grimly. "Should've known really."

"Where's he gone?" asked Gale. The Time-Pony pulled out the sonic and began scanning; it beeped steadily, slowly increasing as it pointed towards the library. "He's in there, in the temple."

"It's, Moonstruck Library," Sparrow piped. "He, told me about it." The Doctor nodded, then motioned with his head. Slowly, they went inside. It was dark inside the library, only light from the moon shining in through the old windows lit up the rows of books and tables.

"Do you think he's in here?"

"Where would you go for peace and quiet?" The Doctor led the way in, but as they got closer to the front, he motioned to stop. He pocketed the sonic and kept going forward. Laserus was there, wrapped in an orange shock blanket, breathing heavily. He looked up at them, brow sweaty with effort. "I came, here before, a lifetime ago. I thought I was going to die then, in fact, I was sure of it. Here sat a small colt, the world shaking around him, buildings collapsing, it seemed like the end of the world."

"The Quake," the Doctor said, slowly circling Laserus.

"You've read about it."

"I was there."

"You're too young," he snapped.

"So are you," he countered. Laserus smirked, before gasping in pain as his bones made painful sounding cracks as they tried to mutate. He tried to slow his breathing, "The next day, when the aftershocks had stopped, I swore I'd never face death like that ever again. I would arm myself, fight back."

"Is that what you tried to do today?" asked the Doctor.

"That's what _I did_ today."

"What about the other ponies who died?"

"They were nothing; I changed the course of history."

"Any of them could have done the same," the Doctor said, taking on a dark tone. "You think history's only made with equations. Facing death is part of living, you can't change that."

"No, Doctor, avoiding death, that's life," Laserus hissed. "It's our strongest impulse, to cling to life with every fiber of being. I only did what everypony has done before me; I've just been a bit, more successful." He grinned viciously, before wincing and hissing through his teeth.

"Look at you!" snapped the Doctor, "you're mutating! You can't control it. You call that success?"

"I call it progress," he hissed. "I'm more now than I ever was, more than an ordinary pony." The Doctor slowly made his way over to Gale, "There's no such thing as an ordinary pony." Laserus cried out in pain again, curling into a tight ball.

"He's going to change again, any minute," whispered Gale.

"I know," the Doctor hissed back, "if I can get him into the bell tower somehow, I have a plan that might work."

"Up there?" she asked, pointing up at the ancient tower.

"You're so sentimental Doctor," said Laserus. "Maybe you are older than you look."

"I old enough to know a longer life, isn't always a better one," he said somberly. And he knew this for a fact, 900 years was not easily lived. "Eventually, you just get tired. Tired of the struggle, tired of losing everypony you care about, tired of watching everything, turn to dust." He kneeled down, looking Laserus in the eye, "if you live long enough Laserus, the only certainty is that you'll end up alone."

"That's a price worth paying," he snapped.

"Is it?" Laserus scowled at the Time-Pony, before gasping in pain, "I will, feed soon."

"I'm not going to let that happen," the Doctor replied.

"You've no way of stopping me."

"Leave him Laserus!" cried Gale, earning the Alicorn mutant's attention. "He's old and bitter, thought you had a taste for fresh meat." Laserus smiled grimly.

"Gale, no!" The mutant jumped to his hooves, lunging for her. Gale turned and ran, Sparrow running with her.

"What're you doing?"

"Keeping you out of trouble!" They galloped into a doorway, which led to a spiral staircase winding up the floors towards the tower. Laserus followed them, but stopped shortly, screaming out as his mutation took full hold.

"Did you hear that?" asked Sparrow, panicking.

"He's mutated again, keep running! We've got to lead him up!" Gale ordered. They reached the upper level, running between the bookshelves and openings to the floor below.

"Nightengale!" called the Doctor. She stopped, sticking her head through the opening.

"Doctor! I'm here!"

"Take him up to the top of the bell tower!" he cried, "the very very top do you hear me?!"

"Got it, but then what?" She felt a frantic hoof on her shoulder as Sparrow stammered, "Gale! He's coming!" She looked back inside, just in time to see Laserus's massive mutated figure charging towards them. She cried out in surprise before turning tail and galloping off.

Below, the Doctor raced towards where he hoped there would be a piano. Luckily, whoever was in charge of this library had made the decision to keep the organ in working condition. He pulled out the sonic and set to work, "Hypersonic sound waves, inspired!" He placed the sonic into a slot on the organ, before pulled out various knobs on the machine.

* * *

><p>"There's nowhere left to go!" said Sparrow as they reached the bell tower. It was nothing more than a small circular room with a wooden banister and a hole in the floor. The bell was even gone.<p>

"The Doctor said to bring him up here," Gale said, trying to stay calm.

"Alright, so we're not trapped," Sparrow concluded, "we're bait."

"He knows what he's doing, we need to trust him!" Their conversation was cut off by the door being broken down. Laserus slunk in, he hissed, "Fillies." Gale pushed herself in front of Sparrow. "When he takes me, make a run for it."

"But Gale-"

"Just do it Sparrow!" Laserus started to try and climb over the gap, the wooden railing collapsed underneath his massive form, but he still didn't fall. He swung his tail at them, first time it barely missed their heads. Second time it smacked Gale right in the head, knocking her over the edge. She barely caught the ledge in time, Sparrow tried to reach down and help but Laserus swung again.

"Get away from her!" Sparrow cried. Suddenly, loud organ music began to play. Laserus roared in irritation and swung again at Sparrow. The music got louder and louder, reverberating around them, shaking the walls. It hurt everypony, Sparrow covered her ears in pain and. Gale tried to hold on despite it. Laserus roared again, twitching wildly. He collapsed, falling down through the opening and crashing down onto the ground below. The music stopped immediately.

Gale started to slip, but she felt another pair of hooves grab her.

"I've got you!" gasped Sparrow. Together, they clambered up onto the safety of the walkway, holding each other tight, breathing heavily.

"Gale!?" called a voice from below. She called back, voice shaky, "We're okay! We're both okay!" She laughed a bit hysterically, Sparrow giggling as well. "T-thanks Sparrow."

"It's your Doctor we should be thanking!" she said back, with a big smile. "Cut it a bit fine don't you think?"

"Always does! It's more fun that way," Gale replied. Sparrow looked at her sister, "Who is he?"

"He's," she paused, unsure what to say, "He's the Doctor."

* * *

><p>The Doctor climbed down from the piano loft, pocketing the sonic. He trotted over to the inert body of Laserus, his wings gone now; he was truly back to normal. He was no longer a young Alicorn, but the old stallion he used to be. The Doctor knelt next to the body; he gently closed the old pony's eyes before standing. At the sound of hoof steps, he turned around.<p>

Nightengale and Sparrow were trotting towards him, looking no worse for wear. He smiled and galloped towards Gale, grabbing her in a big hug.

"I didn't know you could play," she said with a smile.

"Well, when you hang around Common Time, you're bound to pick up a few things," the Doctor exploded with a smile.

"Yes, especially about playing loud," Gale added. He looked confused, before putting a hoof behind his ear, "I'm sorry?" As if he couldn't hear her. She laughed a little, actually beginning to relax now.

* * *

><p>After being questioned a little by the authorities, Gale and the doctor went back to her flat where the Tardis was still parked. The Doctor unlocked the door and pushed it open. He leaned against the doorway and looked at Gale, "Something else that just escalated then."<p>

"I can see a pattern developing," she replied. "You should take more care of yourself in the future, or past, or whatever time you find yourself in."

"It's good fun isn't it?" he asked.

"Yeah."

"So what do you say, one more trip?"

"No, sorry." His face dropped, "What? I thought you liked it."

"But I can't keep doing this, 'one more trip', it's not fair," she insisted.

"What're you talking about?" the Doctor asked, confused.

"I don't want to just be a passenger anymore," Gale said honestly. "Somepony you take along for a treat. If that's how you still view me, then I'd rather stay here."

"Okay, if that's how you want it," he replied. She frowned, "Fine." She turned and stormed towards the window, "I've already said one goodbye to you today so you better just leave." He stayed there, she looked back at him. "What is it?"

"I said okay."

"What?"

"Okay," he nodded his head into the Tardis. Gale's eyes widened and she smiled, "Oh thank you thank you!" She galloped forward and hugged him.

"You never were just a passenger anyways," the Doctor said honestly. Together, they trotted into the Tardis.

_To be continued in, 42..._

**ME: AGH... School is driving me crazy, but rest assured I would never leave you guys behind. I'm going to be brief because imp on the clock, MLP is owned by Hasbro, DW by the BBC. Done.**


	8. Episode 8, 42

Doctor Whooves

_42_

**I, flipping, love this episode. Now, don't think I'm creepy when I say it's because we get to see the Doctor in pain. I know, weird but, we almost **_**never**_** see him that weak, so, it's kind of cool.**

**Also, because this episode is filmed in real time, aka a minute for them is a minute for us, I'm going to write it in present tense. If you spot something that switches to past tense, please let me know.**

**Last but not least, whoever can find the four hidden Homestuck quadrant references will get to choose the name for one of the characters in the next episode!**

With the sonic in his hooves, the Doctor begins scanning a mobile cell phone from Nightengale's future. He pockets the sonic and tosses her the device, "There we go, universal roaming. And if you think that's amazing, you should see the bill."

"What?" she asks, catching it in her magic. "This is too mad! You mean I can call anypony on this? Anywhere in time and space on a mobile?"

"Frequent flyers privilege. You can, as long as you know the area code," he replies, trotting around the consol. "Go ahead, give it a try." Gale begins to type in a number when the Tardis shakes.

"Distress signal!" the Doctor calls, "Locking on!" He reaches halfway around the console and barely hits the lever with his hoof. The Tardis whirls off through the vortex, "Hold on! Might be a bit of-" it lands hard, knocking both of them to the floor. He pops back up, "Turbulence, sorry about that." He jumps back onto his hooves, "Come on let's go take a look!" Gale clambers to her hooves and chases after him.

He opens the doors and they are blasted with desert levels of heat. Outside is the metal of a ship, machines blasting steam all around them. Things were glowing red in the dim emergency lights. The air was deathly hot and steamy.

"Wow!" the Doctor says, not even bothering to unbutton his suit, but he does remove his tie, "now that is hot!" Gale tugs off her coat, tossing it back inside before locking the door, but keeping her mobile with her, "Its like a sauna in here."

"Venting systems," he notes, "all working full pelt, trying to cool down. Wherever it is we are..." He trots over to a door and begins to open it, "Well, if you can't beat the heat." They trot through the door, but itn't any better out there.

"Get out of there!" cries a voice. Both look towards the sound, spotting three ponies galloping towards them. Two stallions and a mare, all of them look orange in the light coming in from the window, not wearing any shirts or anything, cheeks flushed, and they're all covered with sweat.

"Seal that door now!" cries one of the stallions, a pegasus. The other shoves past the Doctor, slamming the door shut and sealing it.

"Who are you? What're you doing on my ship?" the earth mare demands.

"Are you police?" asks the young pegasus.

"What? Why would we be the police?" asks the Doctor, confused.

"We got your distress signal," Gale explains.

"If this is a ship why can't I hear any engines?"

"They went dead four minutes ago," the mare explains.

"Then maybe we should quit chatting and get to engineering captain!" snaps the unicorn stallion.

_"Secure closer active_," says the computer.

"What?" cries the captain.

"The ship's going mad!" snaps the unicorn. More galloping hooves as a fourth earth pony mare gallops in, a red helmet and heat proof boots on. The bulkheads are slamming shut behind her, nearly closing on her dark tail. She lifts up the visor by turning a small black knob on the side of the helmet, "Who activated secure closer? I nearly got locked in area 27!" She looks at the Doctor and Gale, "Who're you?"

"I'm Nightengale and this is the Doctor, hi," she says distractedly, going over to a window.

"_Impact projection in fourty two minutes, seven seconds,_" the computer reports.

"We'll get out of this, I promise," the captain insists.

"Doctor!" calls Gale.

"Fourty two minutes until what?" asks the Doctor frantically.

"Doctor!" He gallops to his companion's side, looking out the window. Outside is a massive ball of orange yellow plasma, throwing of thousands of degrees of heat.

"Fourty two minutes until we crash into the sun," the captain says grimly.

**Play the theme song!**

The Doctor spins around to face the captain, "How many ponies on this ship?"

"Seven including us," she replies, her name is Captain Meteor.

"Call the others I'll get you out," he says swiftly, darting towards the door. "No don't!" He pulls open the door and is blasted with a wave of heat, knocking him onto the ground. Gale gallops to his side automatically checking for injury. The mare in the mask, Space Crafter, flips her visor down and closes the door.

"No wait my ship's in there!" the Doctor cries.

"In the venting chamber?" asks Meteor.

"It's our life boat!"

"It's lava," the unicorn stallion, Gravity, snaps.

"The temperature's going mad in there," Crafter says, shocked. "Up three thousands degrees in ten seconds, and still rising!"

"Channelling the air," the pegasus stallion, Brisk Wings, explains. "The closer we get to the sun, the hotter it's going to get."

"We're stuck here?" asks Gale incredulously.

"So, we fix the engines and steer the ship away from the sun, engineering down here is it?" asks the Doctor, taking charge. Captain Meteor nods, "Yes." They gallop off down the corridor, the whole group rushing towards engineering.

* * *

><p>"<em>Impact in fourty twenty six.<em>"

* * *

><p>They arrive at engineering, the Doctor looks back at the others, "Blimey! You always keep things such a mess?" Everything is a wreck, a mass of destroyed wires and smoking metals, a heap of junk that used to be an engine.<p>

"By Luna's moon," gasps Meteor.

"What the hell?" cries Gravity.

"It's pretty wrecked," notes Brisk.

"Pretty efficiently too," adds the Doctor. "Somepony knew what they were doing."

"You mean somepony did this on purpose?" asks Gale, shocked.

"Where's Quark?" demands Captain Meteor suddenly. "Has anypony heard from him or Ashen?" Her fellow crew members shake their heads. She gallops over to the intercom, pressing one of the buttons, "Quark? Ashen? Where are you? Quark can you answer?" She groans and drops it. "Where the hell is he? He should be up here!" While she was complaining, the Doctor pulls out a computer screen and slips on is black specs.

"Ah! We're in the Toraji system," he says with a grin, glancing at Nightengale. "You're a long way from home, almost half a universe."

"It feels it," she replies sarcastically, wiping sweat off her brow with a hoof.

"And you're still using energy scoops for fuel?" he asks, turning towards Captain Meteor. "Hasn't that been outlawed yet?"

"We're due for an upgrade at the next docking," she replies hastily, earning a raised eyebrow. She huffs, turning to Gravity. "Engine status report." He taps a few keys, scowling.

"No response," he answers.

"What?"

"They're burned out, the controls are wrecked," he explains. "I can't get it back online."

"Oh come on! Auxiliary engines, every crafts got auxiliaries," the Doctor says, removing his glasses.

"We don't have access to them here," Meteor tells him. "The auxiliary controls are at the front of the ship."

"Yeah, with twenty nine password sealed doors between us and them," Gravity says grimly. "You'll never get there in time."

"Can't you override the doors?" asks Gale.

"No, that's what sealed closure means," he continues somberly. "All the doors are deadlock sealed."

"So a sonic screwdriver's no use," the Doctor says.

"Nothing's any use!" Gravity snaps, slamming a hoof on the console. "We've got no engines, no time, no chance."

"Oh listen to you!" groans the Time-Pony. "Where's your hopeful spirit? Who's got the door passwords?"

"They're randomly generated," Brisk says, pulling a giant backpack out of a drawer full of tools, along with a massive red clamp. "Reckon I know most of 'em. Sorry, I'm Brisk Wings."

"Then what're you waiting for Brisk Wings?" asks the Doctor, "get on with it."

"Well, it's a two pony job," he admits. "One, a tech to answer the questions, another to hold this." He motions a hoof at the clamp, "oldest and cheapest security system around."

"Reliable and simple, just like you eh Brisk?" says Captain Meteor with a smile. He rolls his eyes and slips on the large backpack, which has a portable keyboard attached to it. "Try to help, get abuse, nice."

"I'll help," volunteers Gale, picking the clamp up in her magic. "Make myself useful."

"It's remotely controlled by the computer, that's why it needs two," Brisk explains as they trot towards the door.

"Oi!" calls the Doctor, Gale looks back at him. "Be careful."

"You too," she replies with a smile before trotting after Brisk. Suddenly, a voice comes over the intercom. "_Captain Meteor, it's Ashen."_ Se dashes over, grabbing the intercom, "Where are you? Is Quark with you?"

"_Get up to the med center now!"_ he shouts back. She glances at the Doctor before the two of them gallop out of the engine room. They race side by side down to the med center.

* * *

><p>"<em>Impact in 34:21."<em>

* * *

><p>Two ponies are struggling to hold a third down, trying to keep him pinned to the bed. He fights hard, shouting out, "Stop it!"<p>

"Quark! It's Blossom!" cries the pegasus nurse, "please! I need you to open your eyes so I can take a look at you!" They don't look up as the Doctor and Captain gallop in.

"Quark!" cries Meteor, rushing to his side. "What's happened? Is he okay?"

"Meteor!" screams Quark. "You've got to stop it! It's burning me!"

"How long's he been like this?" asks the Doctor.

"Ashen just brought him in," Blossom replies. The Doctor pulls out his sonic and quickly scans Quark,once over. "What're you doing?"

"Don't get to close," the Time-Pony warns, pocketing the device.

"Don't be so stupid," snaps the Captain, "he my husband!"

"And he a just sabotaged our ship," Ashen snaps back.

"What!?"

"He went mad," the unicorn insists, "put the ship into secure closure and sent a heat pulse to melt the controls!"

"No, he wouldn't do that," Meteor murmurs, wrapping a hoof around her partner's.

"I saw it happen Captain," Ashen insists gravely.

"Quark?" asks the Doctor, redirecting attention to the injured stallion. "Quark, open your eyes for a second."

"I can't!" he cries, keeping them firmly shut.

"Yeah you can," the Doctor replies cooly. "Come on, please?"

"No!" Quark shouts, struggling harder, "please don't make me look at you!" The Doctor looks frantically for something, grabbing a small red thing that looks like a blaster in his mouth.

"Shedative?" he asks Blossom, who nods. He quickly presses it to Quark's side, pulling the trigger. The stallion cries out in pain, then goes limp on the table. The Doctor tosses the device aside and looks at Meteor, he can see she wants answers.

"What's happening to him?" she asks worriedly.

"Rising body temperature," the Doctor replies swiftly, "unusual energy readings." Then he notices the red chamber, with blue light inside, that Ashen and Blossom had been trying to put him into. "Ah! Stasis chamber, I do love a good stasis chamber. Keep him sedated in there, regulate the body temperatures. And, just for fun, run a bioscan and tissue profile on metabolic detail."

"Doing it now," replies Blossom, beginning to type things into the computer interface.

"Oh, you're good," he says with a smile. "Is anypony else presenting these symptoms?"

"Not so far," she answers.

"Will somepony please tell me what's wrong with him?" demands Meteor.

"Some sort of infection," replies the Doctor calmly. "We'll know more after we get the test results. Now, Allons-y, back downstairs, get to work on those engines. Go." Ashen gallops towards the door, Meteor stays where she is. "Oi! Go." She looks at him, then leaves reluctantly. He glances at Blossom before swiftly trotting towards the door, "Call us if there's any news. Any questions?"

"Yes," she scoffs, "who are you?" He sticks his head through the plastic curtain, "I'm the Doctor!" Blossom rolls her eyes and sets to work on the scans. Behind her, as Quark lay sedated in the stasis chamber, she didn't notice as his hoof twitches and slides closer to his body.

* * *

><p>"<em>Impact in 32:50."<em>

* * *

><p>Gale taps her hoof impatiently as she waits by the first door. Brisk Wings is a few feet away typing rapidly on the machine. She sighs, "Oh hurry up will you?"<p>

"Alright, fix the clamp on!" he replies. Using her magic, Gale places the large magnet thing over a circle on the door, it latches on as she does.

"What're you typing?" she asks, curious.

"Each door's trip code is a random question set by the crew," he explains. "Nine tours back, got drunk, thought 'em up. Theory was, if we ever got hijacked, we were the only one's who'd know all the answers."

"So you type in the right answer-"

"The computer sends and unlocking signal to the clamp," Brisk says with a smile. "But, we only get one chance per door, get it wrong, the whole system freezes."

"Better not get it wrong then," Gale replied. Brisk nods, then moves the bag so he can look at the readout screen. "Date of the S.S. Pentallion's first flight, oh that's an east one." He types in the answer, "Go!" She presses a large black button on the side with her hoof, the clamp makes a pounding noise then falls off the door, she catches it. The door swings open, she laughs in unsurprised. Brisk snatches the backpack and gallops past her, "Only twenty eight more to go!"

* * *

><p>Down in the engine room, the Doctor, Ashen, Gravity, Crafter, and Meteor work to try and get the engines working again. He presses a button on the intercom, "Blossom? How's Quark doing? Any results from the bioscan?"<p>

"_He's under heavy sedation, I'm just trying to make sense of the data," _she replies, a bit of confusion in her voice. "_Just, give me a few minutes._" He presses another button, "Gale? Brisk? How're you guys doing?"

"_Just through door twenty nine, onto twenty eight!"_ she replies.

"You've got to move faster," he insists.

"_We're going as fast as we can!" _she snaps. He listens as Brisk Wings read off the next question, "_Find the next number in the sequence. 313, 331, 367, what?"_

_"I thought you said the crew knew all the answers!"_ Gale says, panicked.

"_Well, the crew's changed since we set them."_

"_You're joking."_

"379!" answers the Doctor.

"_What?"_

_"_It's a sequence of happy primes, 379!" the Time-Pony insists.

"_Are you sure? We only get one chance!"_ He face hoofs and takes an exaggerated breath, "Any number that reduces to one when you take the sum of the square of its digits, and you continue iterating until it yields one is a happy number. Any number that doesn't, isn't. A happy prime is a number that is both happy and prime. Now type it in!" He rolls his eyes and looks back at Space Crafter, "Talk about dumbing it down. Don't they teach recreational mathematics anymore?"

"_We're through!"_ calls Gale through the intercom.

"Keep going, fast as you can!" says the Doctor, turning and getting back to work. "Oh, and Gale? Be careful, something else might be on this ship."

"_Any time you feel like unnerving me, feel free to,_" she replies sarcastically.

"Will do, thanks!" the Doctor replies cheerfully.

* * *

><p>"<em>Impact in 30:50."<em>

* * *

><p>"I can't believe our lives depend on some stupid pop quiz," Gale grumbles as she sets up the clamp on door 27. She trots over to Brisk, "Is that the next one?" He groans as the reads the question, "Oh this is a nightmare! Classical music! 'Who had the most number one downloads: Sapphire Sho-rez, or the Be-atle Bro-neez?' How are we supposed to know that?"<p>

* * *

><p>"We need a back up in case they don't reach the auxiliaries in time," the Doctor says to everypony. "Come on, think! Resources! What have we got?"<p>

"_Doctor_!" calls Gale over the intercom.

"What is it now?" he snaps.

"_Who had the most number ones, Sapphire Shores or the Beatle Bronies? That's predownloaded."_

"Um, Sapphire!" he replies, "No! The Bronies! Uh," he smacks his head in frustration, "Oh what was that remix? Uh, I don't know! I'm a bit busy."

"_Fine, I'll ask somepony else,"_ she replies, unnerved.

"Now, where was I?" the Doctor asks, "Here comes the sun, no! Resources! The powers still on so the generators still running. If we can harness that... Ah!"

"Use it to jump start the engines," said Captain Meteor.

"Exactly!" says the Doctor, "if anything it'll but us some more time."

"That, is brilliant," she remarks.

"I know!" he replies with a smile. "See? Tiny glimmer of hope!"

"If, it works," counters Gravity. Meteor shoots him a look, "Oh believe me, your going to make it work." He rolls his eyes and goes to work, the others smile as he goes. The Doctor grins at Meteor. "That told him."

* * *

><p>"<em>Impact in 29:40."<em>

* * *

><p>Gale types a number quickly into her new mobile, praying silently that it worked like a normal phone.<p>

"_Hello?" _asks a familiar voice.

"Mum!"cries Gale, suprised. "It's me it's Gale! Wow!"

"_Don't you listen to your messages?" _snaps Cardinal over the phone. "_I've been trying to get a hold of you for hours."_

"Actually, I'm a bit busy now," interrupts Gale hurriedly, "I need you to do something for me."

_"No, we need to talk, about this Doctor."_

"Not now mum! I need you to look something up on the computer."

"_Do it yourself, you've got a computer."_

"Oh just do it will you!" She freezes, glancing over at Brisk, his face matching hers with looks of utter shock. She chuckles nervously, "Sorry."

"_Fine, when did you get so rude?" _asks Cardinal. "_I know when, when you met that stallion."_

"I need to know who has more number ones, the Beatle Bronies or Sapphire Shores."

"_Hold on a minute, it's booting up."_ Gale levitates the phone away from her ear, growling angrily at her mum in frustration. "_Okay, I'm on_. _What is this, a pub quiz?"_

_"_Yeah," Gale lies, "a pub quiz."

"_How'd you get ahold of a phone at a pub?"_

_"_Have you found it?" she asks, changing the subject.

"_There's over four thousand results, give me a moment._" Gale sighs impatiently, glancing again at Brisk, who looks the same.

* * *

><p>"<em>Impact in 28:50."<em>

* * *

><p>Blossom looks over the bioscan results, her expression a mix of confusion and fear. She goes to the intercom, activating it. "Doctor! These results are starting to scare me."<p>

"_Why? What is it?" _he asks.

"Well, Quark's body is changing, his whole biological makeup!" she says, looking over the results for a sixteenth time. "It just isn't possible!" A loud thunk distracts her. She glances up at the steel bowl above the intercom, and sees the blurry form of Quark behind her. Blossom turns around, he's standing there, erect, eyes shut. She presses the button again, "This is med center, urgent assistance requested. Urgent assistance!" Quark slowly, robotically, starts walking towards her.

"_Blossom hang on, they're on their way,"_ says Space Crafter. Blossom backs into the wall, Quark only a few feet away. "What's happening to you?" she asks, frightened. Quark's face does not change, but when he speaks, it's with a tone dark and gruff, evil.

"**Burn, with me,**" he growls. His voice echoes through the intercom. The Doctor skids to a stop as he hears it, only one area away from the med-center. Captain Meteor and Gravity come galloping up behind him.

"I told you to stay in engineering!" he shouts at Gravity, who scowls.

"_I_ only take orders from one pony around here," he snaps, galloping after the Captain.

"Is he always this cheery?" shouts the Doctor, following.

* * *

><p>"<em>Sapphire,<em>" says Cardinal after a few seconds of searching.

"What?" asks Gale, distracted momentarily. "Really? Saphire Shores?" She nods eagerly at Brisk who begins typing in the answer on the computer. "Thanks mum, you're a star!"

"_Now, we need to have a serious_-" Suddenly, a bone jarring scream rips through the air, cutting Cardinal off. Brisk freezes mid type, looking at Gale in shock as it died out. "_Gale, What was that?"_

"I've gotta go," she said numbly, closing the phone. She gallops over to the intercom, "ma Doctor? What were those screams?"

"_Nevermind, focus on those doors!" _the Time-Pony replies. "_You need to keep moving!"_ She nods, than follows Brisk to the next sector.

* * *

><p>"<em>Impact in 26:09."<em>

* * *

><p>The three gallop full speed into the med center, no pony's there and the room smells faintly of smoke.<p>

"Quark's gone," mutters Meteor. Gravity turns and looks around for Blossom, and freezes. "Oh my Celestia." The others turn, Meteor gasps. There, on the metal wall of the ship, the x ray shield, is the burned black outline that is vaguely pony shaped. Slowly, the doctor walks up to it, his mind searching for an explanation.

"Tell me that's not Blossom," mutters Gravity. The Doctor reaches a hoof up and touches the ashes, "Endothermic vaporization." He looks back at them, "But I've never seen it so ferocious. 'Burn with me'."

"That's what we heard Quark say," Gravity says nervously.

"What? Do you think, no way!" protests the Captain as the Doctor picks up Blossom's abandoned reports. "Gravity, tell him, Quark is not a killer! He can't vaporize ponies, he's just an earth pony!"

"His bioscan results," the Doctor mutters, holding them up to the light. "Internal temperature _one hundred_ degrees? Body oxygen replaced by _hydrogen_? Your husband hasn't been infected, he's been overwhelmed."

"The test results are wrong," snaps Meteor, ripping them out of his hooves.

"But what is it though?" mutters the Doctor. "A parasite? A mutagenic virus? Somethingw that needs a host body to survive in, but how did it get in?"

"Stop talking like he's some kind of experiment!" Meteor cries, desperate.

"Where's this ship been to?" asks the Doctor, changing the topic. "Have you made planet fall recently?" She shakes her head. "Docked with any other ships?" She shakes her head again. "Any kind of external contact at all?"

"What is this, an interrogation?" Meteor demands.

"We've got to stop him before he kills again," the Doctor says gravely.

"We're just a cargo ship," she says desperately.

"Doctor, just give her a minute," Gravity interupts. She turns away from the Time-Pony. Gravity puts a hoof on her shoulder. A moment later, "I'm fine, I need to warn the crew." She trots over to the intercom and presses a button, "Everypony! Listen to me! Something has infected Quark-"

* * *

><p>"<em>We think, we think he killed Blossom. Don't go anywhere near him, understood?" <em>Space Crafter opens the tool cabinet as she hears Ashen reply: "_Understood Captain. Crafter? Get back down here with those tools!"_ She scowls, pressing the mute button angrily.

"Whatever you say, _boss_," she grumbles, grabbing tools. "Go there, get this, come back, carry this, fetch these, sweep up, _make drink_s, oh please! Kill me now!" She slams the cabinet shut to reveal Quark, waiting behind it. He's wearing the large red engineer's helmet, she can hear his breathing through it, hi hooves are covered in heavy duty gloves and the Polaroid filter is down. Crafter drops her tools in shock, backing away in fright.

"**Burn, with, me,**" he growls, following. She backs right into the wall, sliding down so her back is pressed against it. "**Burn, with me!**" He reaches a hoof up, opening the visor and letting a beam of white hot light pour out. Crafter screams in pain as it hits her, but is gone a moment later.

* * *

><p>"<em>Impact in 24:51."<em>

* * *

><p>"Is the infection permanent?" asks Meteor, sitting on the stasis chamber bed. "Can you cure him?" The Doctor looks up from his papers, "I don't know."<p>

"Don't, lie to me Doctor," she says grimly. "Eleven years we've been married, chose this ship together, he keeps me honest. So, I don't want false hope." The Doctor sets down the paper with a sigh, "The parasite's too aggressive, I'm sorry, your husband's gone."

"Thank you," she whispers. After a moment of silence, the Doctor looks at her and Gravity, "Are you sure nothing happened to provoke this? Nopony's working on anything secret? Because it is vital that you tell me." Both of them shake their heads.

"I know every inch of this ship," says Meteor, "every detail of my crew's lives, _there is nothing."_

_"_Then why is this thing so interested in you?" he counters. She sighs, "I wish I knew."

* * *

><p>"Doctor!" cries Gale into the intercom, "we're through area seventeen!"<p>

"_Keep going,_" he replies. "_You've got to get up to area one and reboot those engines."_

* * *

><p>Ashen picks up the riveter in his magic, and while lying on his back beneath the engine, set to work riveting a plate back over a couple of wires. He hears hoofsteps and glances back. All he can see is somepony's shadow. He goes back to riveting. "Crafter? Have you got those tool cuz I-whoa!" That somepony has grabbed his tail and drags him out from under the engine.<p>

He looks up and sees Quark, helmet and all, standing over him. The possessed stallion picks up his friend by his shoulders and pulls him into a sitting position.

"Q-quark!" he stammers. "It's me! Ashen, w-we're mates!"

"**They are getting too far,**" he growls in response, "**We, must share the light.**" He reached up with both gloved hooves, placing them on either side of Ashen's head. Steam began to rise from where they touched, Ashen let out a muffled scream of pain as it burned through his skull.

* * *

><p>"Come on!" shouts Brisk, typing rapidly on the computer as Gale fastens the clamp. He smacks it angrily, "Everything on this ship is so cheap!" Both of them freeze as the bulkhead behind them banged from being opened. They look up, "Who's there?" No answer, but a figure appears in the doorway.<p>

"Is that Quark?" asks Gale, scared. The figure steps through, it's Ashen, with a red helmet on and protective gloves/boots. Brisk sighs in relief, "Oh Ashen, it's just you. What're you doing here?"

"**Burn, with me,**" he snarls in a voice not his own.

"What?" says Brisk, shocked.

"**Burn with me!**" he shouts, reaching a hoof up to undo the filter. Gale looks around for an escape and dashes to the air lock. "Brisk! Come on!" He gallops in after her, the door shuts behind them. He types quickly on a pad by another door, the small hatch slides open and they climb into the escape pod. The light's blue inside, with orange coming through the small window. Once both ponies had climbed in, Brisk shuts the door behind them. They look back the way they'd came, seeing Ashen in the window watching them. He turns away, out of view.

"What is happening on this ship?" asks Brisk Wings to nopony in particular.

"Nevermind that, where are we?" asks Gale.

"_Airlock sealed. Jettison escape pod"_ says the computer. The two look at each other, "It doesn't mean us does it?" asks Gale panicking. Brisk nods slowly, she turns and shouts: "Doctor!" Brisk begins rapidly typing away on a keypad, trying to stop it. She activates the intercom, "Doctor! We're stuck in an escape pod in an escape pod off the area seventeen airlock! One of the crew's trying to jettison us! Help!" She looks at Brisk desperately, "Please tell me you can stop it."

* * *

><p>The call for help reaches him just as he, Gravity, and Meteor gallop out of the med center.<p>

"Why is this happening?" she demands.

"Stay here," orders the Doctor, turning on his hoof to help, "I mean it this time! Get to work on those engines!" They watch as he gallops off, then turn to head back to engineering. But through a gap in the steam coming from the machines, they see the black burn mark of where Space Crafter used to be. Meteor scowls, "It's picking us off. One, by one."

* * *

><p>"<em>Jettison, held," <em>reports the computer. Brisk relaxes a bit, so does Gale. "Thank you." Suddenly, the screen turns red, "_Jettison reactivated._" Gale panics again, pounding on the window in an attempt to break it. "Come on!" Brisk and Ashen fight across the key pads as the Doctor finally gallops in.

"Sparklinski sequence," Brisk says, "this'll get him."

"_Jettison held, escape pod stabilized._" The two trapped inside relax, Gale looks over at Brisk. "You're pretty good," she says.

* * *

><p>"Ashen!" calls Captain Meteor as they entered engineering. Gravity groans as he looks at the engine's condition, "Somepony's hacked the controls! I can't reroute the generator's. There's no way I'll be able to jump start this ship!" He bucked the controls angrily before storming off. Captain Meteor runs a hoof through her mane in thought, before spotting a dark figure in the steam of the ship. Quark slowly trots towards her, past the engines he further destroyed.<p>

"Q-Quark?" she stammers, backing away. Her voice turns cold and hard, "WHat are you? Why are you killing my crew? WHat did you do to him? What have you done to my husband?" He stops walking towards her, hoof halfway to the dial to turn the filter off. "You recognize me... Quark, you know me! It's Meteor, _your wife._"

"**My, wife,**" he repeats.

"That's right," Meteor says breathlessly, "You're still in there. I'm your wife!" He's silent for a moment, "**It's your fault.**"

"What?" Meteor backs away again as the possessed pony advances. "What do you mean it's my fault?"

"**It's your fault!**" he roars. "**Now burn, with, me!**" He's about to raise the visor when an icy blast of built up space ice vents down on him. Gravity spins the valve as fast as he possibly can, venting it down on his crewmate.

"What're you doing?!" demands the Captain.

"Freezing him!" Gravity replies, "Ice vents."

"You'll kill him!" she protests.

* * *

><p>The battle of the keypads had begun again as Ashen quickly deciphered the trick Brisk had tried.<p>

"That's enough!" orders the Doctor. "What do you want? Eh? This ship? Tell me." Ashen growls and smashes a hoof into the keypad, locking the jettison sequence. He turns to the Time-Pony and storms forward. The two are eye-eye, despite the Doctor's height.

"Come on," he says, "Let's see you. I want to know what you _really_ are." But just as Ashen is reaching up the visor, he cries out and drops to his knees in pain as Quark is frozen half a ship away. When he finally stands, he doesn't even care the Doctor is right there. He shoves past him, the Doctor spins around and watches him leave. When the pony is gone, he dashes to the intercom, "Meteor? Ashen's heading in your direction, He's been infected just like Quark."

"_Quark's dead Doctor,_" he hears Gravity reply somberly. He frowns, "_Airlock decompression completed. Jettisoning pod."_ His eyes widen, he runs over to the window and looks in at the pod. Gale's looking through and her face lights up she sees him. She's shouting his name.

"I'll save you!" he shouts, but he knows she can't hear him.

_I can't hear you_, she mouths.

"I'll save you!" he shouts, louder than before. But, as the pod drifts towards the sun, he knows she's giving up. "I"LL SAVE YOU!"

* * *

><p>"<em>Impact in 17:05.<em>"

* * *

><p>Meteor and Gravity kneel next to the inert body of Quark, his mask removed and any sign of burn powers gone. Gravity looks up at his captain in wonder, "What did he mean, your fault?" she didn't answer, but reached a hoof towards her husband. He grabbed it, "What're you doing? Don't touch him! he's infected, we don't know how it spreads!"<p>

"You murdered him!" she snaps.

"He was about to kill you."

"He recognized me!"

"You heard the Doctor, he, he isn't Quark anymore."

"The Doctor doesn't know!" Meteor protests. "None of us know!"

"So what do we do, sit there until we burn?" he counters. "Because without you, none of us stand a chance of getting out of here."

"_Gravity! I need a space suit in area 17 ,now!"_ shouts the Doctor through the intercom.

"What for?" Gravity asks, getting to his hooves.

"_JUST GET DOWN HERE!"_

"Well? Go on," the Captain says. "Do what he says."

"Ashen's still out here," Gravity reminds her. She nods, casting a look at Quark, "I'll deal with him."

* * *

><p>Brisk and Gale sat on opposite side of the doomed pod, looking out at the deep mesmerizing blackness of space. ANd before you start asking, yes, Gale did try to use her magic to pull them back, but the strength of the sun had been too much. Brisk sighs, "The wonderful world of space travel, the prettier it is, the more likely it is to kill you."<p>

"He'll come for us," Gale replies resolutely.

"No, it's too late," the pegasus replies. "Our heat shields will pack in any minute, and then we go into free fall. We'll fall into the sun way before he has a chance to do anything."

"You don't know the Doctor," she says with a tiny smile. "I believe in him."

"Then you're lucky," Brisk says somberly, staring out into space. "I've never found anypony to believe in."

"No marefriend? Coltfriend?" Gale asks.

"The job doesn't lend itself to, stable, relationships," he answers.

"Family then?"

"My dad's dead, and I haven't seen my mum in six years. She didn't want me to sign up for cargo tours, things were said and sicne then, silence. She wanted to hold onto me, I know that. Oh, she was stubborn!" Gale shifts in her seat, the heat already beginning to seep in. "Well, that's families."

"What about you?" Brisk asks. She smiles a bit, "Full works, mum, dad, dad's marefriend, brother, sister. No silence, so much noise." Her voice catches, "Oh Celestia! They'll never know! I-I'll have just disappeared, and they'll always be waiting..." Brisk is silent for a moment, "Call them."

* * *

><p>Ashen walked into the engine room, scanning for his fallen comrade. But as soon as he stepped by Quark's body, a movement caught his eye. He trotted towards it, towards a set of stairs. "Ashen." He looks up the stairs in time to see Meteor turn and trot into the med center. He climbs the stairs after her, entering through the plastic curtains.<p>

At first glance, it appears no pony is in the med center. He trots in a little ways, before a battle cry makes him freeze. He fumbles as Meteor launches herself onto his back, she jumps off and bucks him as hard as possible. He stumbles back, towards the stasis chamber. Meteor grabs his head with both hooves and forces it into the chamber. He flails his hooves, trying to get her off before she hits the deep freeze. She hits the button, barely, but it's enough. The temperature inside the chamber drops rapidly, Ashen screams as ice crystals begin forming along his helmet. Meteor grits her teeth, cursing herself a thousand times over as she murders her friend. Finally, he goes limp, dead.

* * *

><p>"I can't let you do this," Gravity insists. The Doctor doesn't listen and continues to fasten the air tube valves on the red suit, which is eerily familiar to the one he faced standing, literally, in front of the devil on the edge of hell. "You're wasting your breath Gravity. You're not going to stop me."<p>

"You want me to open an airlock in flight on a ship spinning into a sun, nopony can survive that!" he protests. The Doctor fits on his helmet, "Oh just you watch."

"You open that airlock it's suicide, the shield's will barely protect you this close to the sun."

"If i can boost the magnetic lock, it should remagnetize the pod. Now, while I'm out there, you have got to get the rest of those doors open, get to those auxiliary engines," he said, ignoring Gravity.

"Doctor, will you listen! They're too far away, it's too late!"

"I'm not going to lose her," he snaps, turning and trotting into the airlock.

* * *

><p><em>"Impact in 12:55."<em>

* * *

><p>Gale waited, nervously flicking her tail as the cell phone made the call.<p>

"_Hello?_"

"It's me again," she says, relieved a little she can talk to her mum. "Sorry about earlier."

"_Is everything alright?"_ asks Cardinal, worried.

"Yeah, of course," she lies.

_"Nightengale?"_

"Mum, y-you know I love you, don't you?" Gale asks, her voice trembling.

"_Of course I do, what's brought this on?_"

"I never say it," she continues. "I never get the time, i never think of it, and then... I really do love you. Tell dad, Sparrow and Hawk, that I love them."

"_Gale, what's wrong?"_

"Nothing, I promise."

_"Where are you?"_

"Just, out."

"_With anypony nice?_"

"Some mates."

"_What mates?_"  
>"Mum! Can we not, just talk?" asks Gale.<p>

"_Of course,_" he mother says. "_What do you want to talk about?_"

"I don't know, anything," she replies. "WHat you had for breakfast, what you watched on telly last night, how much you're going to kill dad next time you see him."

"_Is the Doctor with you? Is he there now?_" Gale forced down a sob, "Mum, just leave it."

"_It's a simple enough question._"

"I-I'd better go," she says, trying not to cry.

"_W-wait! Nightengale-"_

"See you mum," she finishes sadly, hanging up. SHe bits her lip and looks over at Brisk, he leans forward and wraps her in a hug as she begins to cry.

* * *

><p>"<em>Impact in 11:15."<em>

* * *

><p>The Doctor takes a deep breath as the airlock finishes decompressing, the door slides open and unfiltered sunlight streams in. HOt winds push against him in the suit as he trudges forward, struggling to climb out onto the door frame. Keeping a hoof wrapped inside the dooframe, with the other he reaches up and out along the hull. A box with a handle and four green buttons beside it is just out of his reach. The heat from the sun is almost unbearable, he can't reach the buttons. Gritting his teeth, he stretches as far out as he can without letting go and hits the bottom most button.<p>

He reaches again, barely hitting the next one up. A lever pops out of the box, he reaches again. Ever muscle in him screams as he reaches against the sun's gravity. He grabs it, wrapping his hoof around it and ripping the coveer off the box. THe metal panel goes spinning into the sun, gone in minutes. Underneath is the switch to remagnetize the pod, he was almost there.

_"Doctor! How're you doing?"_ calls Gravity.

"I can't," he shouts, "I can't reach it! I don't know how much longer I can last!"

"Come on! You can't give up now!" With one final cry of effort, he leans out and grabs the inner switch. It grinds into place and the pod jerks, being pulled back towards the ship. Gale and Brisk rush to the window, the little panel reads: remagnetizing.

"We're being pulled back!" cries Brisk in surprise.

"I told you! It's the Doctor!" shouts Gale, laughing hysterically. They can see him, climbing back into the airlock. He looks out onto the sun, and hears something. Breathing, and it moves with the flowing plasma on the star's surface. "Its, alive."

* * *

><p>"Doctor! Close the airlock now!" shouts Gravity as he and Meteor gallop into the next area. unlocking kit in hoof. "That pod's goign to smash into him!"<p>

"Stay here," Meteor orders, shoving the clamp into his hooves before galloping towards area 17.

* * *

><p>"<em>Impact in 8:57.<em>"

* * *

><p>As the pod docks behind him, the Doctor crawls out of the airlock. He yanks off the helmet, throwing it aside. He crawls forward, sitting against the wall, barely able to move. Gale and Brisk gallop out of the airlock, Meteor comes from down the hall.<p>

"Doctor!" Gale shouts. Her face drops as she sees him, "Doctor, are you alright?" He looks up at her and barely opens his eyes, bright white light streams out, "Stay away from me!" Everypony backs away in shock, he cries out in pain. "It's your fault Captain Meteor!"

"Brisk, get down to area ten and help Gravity with those doors, go!" she says nervously. Brisk nods and gallops off.

"You mined that sun!" the Doctor screams, "stripped its surface for cheap fuel, you should have scanned for life!"

"I-I don't understand," stammers the Captain.

"Doctor, what are you talking about?" asks Gale.

"That sun is alive," he hisses. "A living organism! They scooped out its heart, used it for fuel and now its screaming!"  
>"What do you mean?" asks Meteor, panicking, "How can a sun be alive? Why is he saying that?"<br>"BEcause it's living _in me_!" he cries. It is, and it feels like a sun is in there. Like fire is burning away everything inside him, just waiting to use him as another puppet. He screams again, "Ponies! You take whatever's nearest and bleed it dry! You should've scanned!"

"It takes to long, we'd be caught! Fusion scoops are illegal," Meteor confesses. The Doctor gasps in pain, "YOu've got to freeze me, quickly!" Gale rushes to his side, "What?"

"S-stasis chanmber, you've got to take it below min-minus two hundred. Freeze out of me-agh! It'll use me to kill you if don't, gah! The closer we get to the, sun, the stronger it gets! Med center, quick!" Gale wraps his hoof around her shoulder, then looks up at Meteor, "HELP ME!" She dashes forward, doing thew same. Together, they carry the limp Time-Pony towards the med center.

* * *

><p><em>"Impact in 7:30."<em>

* * *

><p>Gravity glances up at Brisk as he gallops in, shoving him the clamp in passing. "What's your favorite color?"<p>

"What?!" the pegasus shouts, fastening the clamp.

"The question!"

"Purple!... or did I say orange?"

"Come on!"

* * *

><p>The trio gallop into the med center, Gale gently lets got of the Doctor and runs over to the stasis chamber. Using her magic, she snatches up the manual and flips through muttering, "I can do this..."<p>

"Gale!" the Doctor cries desperately, "Where are you?"

"It's alright! I'm here," she gallops back over to his side. "Just helm me get him up. Stasis chamber, minus two hundred yeah?" She and Meteor help the Doctor up onto the stasis bed, she looks at Gale, confused. "NO, you don't know how this equipment works. You'll kill him. Nopony can survive those temperatures."

"He's not a pony, if he says he can survive it, he can," she replies stiffly, setting to work.

"Let me help you then," says Meteor. Gale shoots her a glare, "You've done enough already." Meteor looks wounded, but nods resolutely.

"Ten seconds," gasps the Doctor, "That's all I'll be able to take. No more. Gale!"

"Yeah?"

"It's burning me up!" he says through gritted teeth. "I can't control it. If, if you don't get rid of it, I-I could kill you. I could kill you all." HE screamed again, his breath coming in fast gasps. "I'm scared!" he shouts, his voice cracking, "I'm so scared!"

"Just, stay calm," Gale said, holding his hoof, her doctor side taking over. "You saved me, now I'm going to return the favor. Just believe in me."

"It's burning through me!" he cries. "Then what'll happen?"

"That's enough!" she snaps. "I've got you."

"There's, this process. this-this thing myt body was when, when I'm about to die," he stammers.

"Shh, quiet, because that is not going to happen," Gale says, less confident than she sounds. She turns, and grabs the lever with both hooves, "Are you ready?"

"No," he says weakly.

"Me neither," she mutters, pushing the joystick. The bed holding him slides into the chamber. Gale types the number 200 into the machine, then presses activate. The chamber lights up and the temperature begins dropping, the Doctor screams as the fire inside him is pushed back by massive cold. A moment later, the power cuts. The screens deactivate and the chamber stops. "NO! Gale you can't stop it, not yet!" the Doctor cried, covered in ice crystals.

"What happened?" asks Gale, panicking she did something wrong.

"Power's been cut in engineering," says Meteor grimly.

"But who's down there?"

"Leave it to me." She turns and gallops off.

* * *

><p><em>"Impact in 4:47."<em>

* * *

><p>Gale shifts uneasily from hoof to hoof, the power still isn't coming back on. "Come on, you're defrosting..."<p>

"Gale!" shouts the Doctor. "Listen! I've only got a moment, You've got to go!"

"No way," she protests.

"Get to the front! Vent the engines, sun particles in the fuel, get rid of them!" he orders.

"I am not leaving you!"

"You've got to give back what they took!"

"Doctor!"

"Go!" She grit her teeth, "I'll be back for you!"

* * *

><p><em>"Impact in 4:08."<em>

* * *

><p>Meteor gallops into engineering and towards the power area, but stops in her tracks. Quark, back on his hooves, is standing next to the switch, watching her. She takes a deep breath, "You were right, it was my fault." She tries to step forward and flip the switch, but he does the same. She turns and gallops away, he follows close behind.<p>

* * *

><p><em>"Impact in 3:43.<em>"

* * *

><p>Gale galloped full pelt down the ship, racing towards Brisk and Gravity. She had to get there in time and tell them or they were all doomed. Behind her, Meteor galloped into area 17 and into the airlock. She shut the door behind and crouched in the corner next to it. A moment later, Quark's shape appeared in the window. He opens the door and steps in, looking down at her. Meteor gets back to her hooves, backing towards the opposite door.<p>

"I didn't know, I really didn't know," she insists. "Quark, please stop!"

"**Everyone must burn!**" he growls. Meteor scowls, and slams a button on the control panel. The door behind him slams shut, she presses the intercom, "Gravity, Brisk, I'm sorry." The airlock begins to decompress as she wraps her hooves around her husband, "I love you." The airlock opened and they were dragged into space. The sun pulled them in, and it was over.

* * *

><p>"<em>Gale!<em>" cries the Doctor over the intercom. She skids to a stop. "Doctor! What're you doing?"

"_I can't fight it! Give it back or, __**burn with me. Burn with me Nightengale,**_" he snarls. She gasps, then gallops even faster towards area 1. The door is already open, and just as she gallops in she hears Brisk: "It's not working! Why isn't it working?" She stops on a dime, looking at them both.

* * *

><p><em>"Impact in 58 seconds.<em>"

* * *

><p>"Vent the engines, dump the fuel," she orders.<p>

"What?"

"Sun particles in the fuel, get rid of them," she says. "NOW!" The stallions spring into action, twisting valves rapidly along the walls. The ship shakes as the fuel pours out the bottom in a giant cloud that's sucked towards the star.

"Come on Doctor, hold on."

"There! The auxiliaries are firing!" shouts Gravity. The ship lurches violently to ones side as it's pulled away from the sun. The ponies stumble and fall, the heat begins to dissipate as the sun lets go of them. Slowly, they stand. Brisk checks the read outs, "We're clear. We've got just enough reserves." He looks at Gravity, the two of them laugh and hug, smiling at their sheer luck. Gale smiles too, until she remembers a certain somepony in the tunnels behind her. "Doctor!" She jumps to her hooves and gallops down through the tunnels.

The Doctor gets to his hooves, standing unsteadily. He was thoroughly exhausted, but when he saw his friend galloping towardsa him, he smiled. She tackle hugged him, laughing somewhat hysterically. He hugged her back, smiling like an idiot. He let out a little giggle, they were ok. They were going to get out of this one.

* * *

><p>Once they were in the safety of interstellar space, and the vent chamber was cool enough to go inside, they did.<p>

"This is never your ship," scoffs Gravity.

"Compact eh?" the Doctor replies, patting the Tardis affectionately. "And another word, robust. Barely a scorch on her."

"We can't just leave you drifting with no fuel," Gale says.

"We've sent out an official mayday, the authorities will pick us up soon enough," Brisk replies nonchalantly.

"Though how we explain what happened," Gravity shrugged.

"Just tell them, that sun needs care and protection like any living thing," the Doctor answers, going inside the Tardis. Brisk stepped forward, looking at Gale. "So, uh, you're off then. No chance I'll see you again?"

"Not really," she replies. "It was nice, not dying with you." they both chuckle awkwardly, "I reckon you'll find somepony worth believing in."

"I think I already did," he answers, leaning forward. He kisses her gently, Gale's eyes widen in surprise, but she does kiss him back. They part, both smiling a little. "Well done," she says, trotting into the Tardis, "Very, hot." He smiles widely and she shuts the door. She claps her hooves once before trotting towards the Doctor, "So, didn't really need you in the end did we?" The Doctor looks at her, something in his eyes like a dark shadow. SHe stops smiling, "Sorry..."

He inhales sharply, "Now, what do you say? Ice skating on the mineral lakes of Corrhan? Fancy it?"

"Whatever you like," she replies somberly. He glances over, and reaches into his coat, "By the way. You'll be needing this." He pulls out a small silver key on a chain, letting it rest in his hoof.

"Really?" she asks, awed.

"Frequent flyer's privilege," he says. She levitates the key out of his hoof and puts it around her neck. "Thank you." She smiles, then her eyes widen in shock, "OH no! Mum!" She whips out the cell phone, much to the Doctor's amusement, and dials her mum.

* * *

><p>Cardinal glances over at her home phone, picking it up with her magic and pressing the answer button. "Hello?"<p>

"_It's me again,"_ says Gale.

"Three calls in one day?" she says bemusedly.

"_I'm sorry about earlier, over emotional mad day!_"

"Why don't you come round? I'll make something nice and we can catch up," Cardinal says.

_"Yeah, tonight, I'll do my best. Remind me, what day is it?_"

"Election day," she replies.

"_Got it, I'll be round for tea... Roughly."_

"And what about-"

"_Anyway, I've got to go, see you later, love you!"_ And with that, she hangs up. Cardinal sets the phone down, and looks over at the mare from the government at her desk, who had just turned off the recording device. She picks up the tape and drops it in a bag.

"That's all?" asks Cardinal.

"For now," the mare replies, passing the bag to her partner. "Have you voted?"

"Of course, but don't expect me to tell you who for."

"Thank you for all your help miss Cardinal. Mister CLockwise will be very, very grateful."

_To be continued in our first special, Cracked Ice..._

**ME: Bam! Done. Apologies for it seeming a bit rushed, the combination of a timed episode, present tense, and getting banned from the computer made for a rushed to get done ending. Anyway, hope you folks enjoy. Next time we actually will see what happens when they go to Corrhan to ice skate. A week after I'll post the next actual episode so don't you worry your pretty heads over it.**

**Until next time, see ya!**


	9. Special 1, Cracked Ice

Doctor Whooves

_Cracked Ice_

**And so we begin. I wrote this one while on vacation because i knew i would not be able to get the next real episode finished in time while on vacation. Plus, this art fueled idea refused to let go. So, enjoy!**

The cool air of Corrhan, a drastic difference from the ship in the Toraji system, but a welcome change. Nightengale stepped through the Tardis doors into the snow, her boots crunching in the ice, and the breeze whipping at her thin jacket. She was cold, but it felt wonderful on her coat. The Doctor stepped out behind her, four ice skates hanging from a rope in his mmouth and another four on his back. He passed her a pair, she took it in her magic, and then took a deep breath of icy air.

It cooled the heat that had been left from the killer sun.

The cold bit right through his suit and over coat, but it felt fantastic. One will have no idea how good cold air feels until heat overwhelms you. ((an experience i have had in my place of residence)) He shook it off, and smiled at Gale. "Welcome to Corrhan, third planet from a yellow sun not too different from yours. Now, how about that ice skating?" With that, they set off into the snow.

"So," asked Gale, "can you actually ice skate?" He rolled his eyes in response, "Of course I can! I think."

"So, can you skate or not?" she repeated.

"I, can!" he insisted. "Nine hundred years and winter wrap up lessons, I think I can skate." Gale looked at him skeptically, but did not press any further. She remembered the shadow in his eyes after their narrow escape, she remembered he'd had another life form force its way into his mind and make itself at home. She sighed internally, remembering just how terrified he'd been. A moment later, she shook it off, they were OK now.

And, they were going ice skating. But, out of a habit that seemed to be forming rather rapidly, she asked: "You okay Doctor?" He nodded, but didn't say anything. She took it as a good enough and shed the worries and doubt from her mind.

They walked along through the snow for a few minutes more. They climbed over one more hill, the second since they had left the Tardis, and were shown a sight to beheld. Gale's jaw dropped in amazement, it was beautiful. The Doctor looked at her slyly and smiled. At the foot of the hill was a massive stretch of frozen water, like a river. The surface was swirled with glittering colors across the whole spectrum. The Doctor cleared his throat, "The minerals," he explained, "they're very colorful in this system."

Gale nodded eagerly and began exchanging her boots for skates. She tied them on and began to make her way down the hill. He followed her, albeit a bit slower. As she slid out onto the ice, he tied his skates and began picking his way down the hill after her. Gale looked over as he stepped on the ice, and bit back a laugh. The minute he actually put weight onto his skates, his hooves began sliding apart in either direction.

"Need a hoof?" she called, gliding by with ease.

"No!" he shouted back. "I am quite capable of skating on my own thanks!" He straightened up a bit, attempting to look dignified, "I just need a moment to-whoa!" One hoof crossed in front of the other, spinning the Time-Pony around in a circle and dropping him onto the ice. Gale chuckled and slid over, "Winter Wrap-Up?"  
>"Yes," he snapped, blowing a bit of ice powder off his nose. "Although, I may have been on the animal team." She smiled and activated her magic, using it to help him regain his balance. Once he was standing again, she took one of his hooves.<br>"What're you doing?" he asked cautiously.

"Teaching you how to properly skate," she replied, pushing off and pulling him in tow. He was a bit shaky at first, but the Doctor proved to be a quick learner. Soon enough, the two were racing across the ice and seeing who could spin the longest without falling flat on their belly.

At about twilight, when the sun had begun to set, a voice called out to them from the opposite shore. "Hey! You two! What do you think you're doing? It's almost nightfall!" The Doctor skid to a stop. Gale slid past him sideways. The voice belonged to a stallion in a parka, standing on a hill looking out at them.

"What's wrong with the ice at night?" the Doctor called back. Before the stallion had a chance to reply, a loud crack echoed around them. Gale grabbed the Doctor's shoulder, "Doctor! Look, over there!" He looked round, just in time to see massive cracks webbing their way through the ice towards them. On instinct, he turned to run, but his hooves slipped out from under him and he landed with a thud! on the ice. Gale helped him up and they skated full speed towards the shore.

The ice split behind them, eager to drop them into the freezing ice water below. They jumped onto the shore, narrowly missing a frozen death as the ice shattered behind them. Both Time-Pony and unicorn were panting for breath, the stallion who'd warned them watched idly. After a moment, he pulled back his hood, revealing an all white stallion with a light blue mane.

"Who are you?" he asked, "Why are you here?"

"We just came here to skate!" Gale said quickly. The Doctor glanced at her, then cleared his throat. "Ah, yes, we did just come here to ice skate," he said, standing and dusting snow off his coat. "Apologies if we were trespassing."

"You weren't," the stallion said gruffly.

"Brilliant!" the Doctor replied. "But, ah, might I inquire as to why the ice just cracked like that?"

"Nopony knows," he answered. "Also, you will not be able to cross the ice until dawn, I fear you are stuck on this side of the ice until then."

"Really?" asked Gale, getting to her hooves, "Where will we stay until morning? The Tardis is on the other side."

"The town I live in is not far from here," the stallion said. "There is an inn. You can stay there. Be wary, you will get stares, it has been some time since travelers came to Corrhan. Come." He motioned with a hoof, then turned and set off into the snow. The time travelers glanced at each other, and began hastily removing their skates. They trotted after him, catching up swiftly. The Doctor trotted to the stallion's side, "So, I noticed we hadn't been properly introduced, I'm the Doctor and that is my companion Nightengale."

"Arctic," he replied stiffly.  
>The Doctor nodded, "Alright then Mister Arctic, I'd like to thank you for saving our flanks back there. Now, if you don't mind me asking, I thought the lakes were rather popular in this system, what did you mean about nopony coming?"<p>

"I meant what I said, travelers don't come for the lakes anymore," Arctic said. "It started when the ice killed somepony. It was a young unicorn filly, she'd gone out to play extra early. Somehow she slid out onto the lake, and by the time they'd heard her screams and gone to help, the ice was sealing itself back up. A few weeks later, it happened again to a couple. They went out for a romantic skate date. The mare only survived because the stallion had pushed her off the ice when it had started to crack. Since then, one other was taken. After that ponies stopped coming period."

"Makes sense, they wouldn't want to risk it anymore," the Doctor said, partially to himself. They walked in almost silence for a little while. Arctic lead them over the crest of a large hill, beneath the lights of town could be seen. The buildings were cut from stone, but looked new and comfortable to live in. Yellow street lamps lined a muddy paved road where blue Corrhan ponies trotted about. As NIghtengale looked at the town she thought, _hey, maybe this won't be so bad after all._ She shivered, goosebumps rising up on her skin. Since the sun had set and she'd forgotten her boots, she had been slowly getting colder and colder.

The Doctor noticed her shivering and set down his skates. He pulled off his overcoat and passed it to her. She took it gratefully and wrapped it around her shoulders, "W-won't you get c-cold?" Her teeth chattered as she spoke, she truly was freezing.

"Nah, I can handle it," the Doctor replied, picking up his skates again, "I've been through much colder." Arctic cleared his throat to get their attention, then motioned down to the town. They nodded and continued down the hill. Once they'd passed the town limits, something started to happen. A loud humming noise started to sound through the town. A moment later, a bright beam of golden-yellow light shot into the sky. It soared higher until reaching a certain height, it began fanning out over the town, creating a sort of dome. It touched down right behind the trio, seemingly trapping them in. However, nopony but they two seemed unnerved by the dome. Arctic pulled back his hood again, "The inn is this way. C'mon."

The temperature began to rise the longer the dome stayed down, allowing Gale to focus on something other than freezing. She looked around the town, noting that yes, ponies were staring at them. But she noticed something else, she seemed to be the only unicorn in town. Everypony else seemed to be an earth pony or pegasus. Interesting. But she didn't have long to ponder it, the Doctor tapped her on the shoulder. "Gale?"

"What Doctor?" she asked, choosing to think about it later.

"What is that shield made of? Can you use your magic to tell?" She nodded, "Of course." A note must be made that there are different kinds of magic. For instance, the magic generated inside a being such as a unicorn is called Natural magic. Magic that is harnessed in an amulet, wand, or machine is called Captured, for it must be generated by a living thing. THe energy that is created solely by a machine or device is called Metallic, for it is not naturally occurring magic. Most unicorns are taught at a very young age how to tell the difference between these energies using their own magic. This is what the Doctor was requesting of Gale.

She looked up at the vanishing shield, watching as it turned transparent to let the light of the moon in, and focused on the wavering light of it. Her brow furrowed in confusion. The Doctor cocked his head to the side, "What is it?"  
>"It feels Captured," she said, "But at the same time its... never mind." She shook her head, "I can't tell. Sorry." He nodded, a bit uneasy, before following Arctic into the inn.<p>

It was nothing fancy, a few armchairs, a lamp, and a desk with another lamp on it. The desk itself must've been imported, it was wood and covered with papers. Behind it sat a young pegasus mare, she looked up from the guest book as they entered. She set her pen down and smiled.

"Hey Artie!" she chirped. "I see you found some friends. Find anything else out there?"

"Nope," he replied. She looked at Gale and the Doctor, her eyes widened in surprise momentarily. They glanced at each other nervously. She smiled again, "Well hi! I'm Icicle, the owner of this fine establishment. I'm gonna take a guess and say you two're going to need a room for the night."  
>"Uh, yeah," the Doctor replied, "That's pretty much it. Especially since we can't get back to our ship until tomorrow morning anyways."<p>

"Sure thing," Icicle replied. "Can I get your names first?"

"Oh, yeah, ah I'm the Doctor."

"And I'm Nightengale."

"Perfect, thank you." She got up from behind the desk and trotted over to one of the two doors in the room, pulling it open to reveal a staircase. "C'mon, the rooms are up here. I'll show you up, you can pay tomorrow morning for the room."

"Are you sure that's alright?" asked Gale, "I mean, if we're going to cause a problem."  
>"You're not," Icicle said with a smile. "I'm glad to have any guests. Now come on!" She trotted up the stairs, Gale behind her, and the Doctor bringing up the rear. Arctic stayed in the lobby, he had other things to do. As they climbed the staircase, the Doctor decided to get some answers.<p>

"So, Miss Icicle, could you tell us whet exactly that fancy shield thing is made of?" he asked.

"It's captured magic," she said simply, "we use it to pull up some heat from underground."

"I see, but uh, doesn't that pose the risk of cooling the core?" he continued. Gale noticed that Icicle seemed to bristle as he kept asking, like an irritated puffer fish. "It's only a magma pocket a few miles down," she said stiffly, throwing them a suspicious glance. "It won't do anything to the planet's core."

"Are you-"

"It won't! We've been doing it for generations!" Gale looked back at the Doctor, shocked by her sudden anger, he shrugged  
>Soon, they reached the second floor. Two doors sat on either side, lit by metal lamps hanging on the wall. Icicle went up to one of them and pushed it open, "Here you go. Room one, just call if there's a problem." She nodded to them then trotted past them back down the staircase.<p>

The room was similar to the one they'd had to share back in Starswirlian Hoofdon, simple and comfy. Two armchairs with colorful coverings and cushions sat on either side of the room across from the bed. The bed itself was laden with at least three different blankets, but it would be warm. A lamp sat on the bedside table giving the room a nice orange glow. There was a large window against the one wall that did not have any furniture in front of it.

Nightengale dropped her skates by the door and flopped happily onto the bed, curling up in the warm blankets. And though it had not been her intention, she fell asleep very quickly. (Ice skating takes a lot out of you even if you have four hooves for balance.) The Doctor set his skates down next to hers and retrieved his coat from where she'd dropped it on the floor. He hung it up on the coat hanger, then went and sat on the windowsill.

He needed to figure out two things. One, how had the ice cracked on its own like that? He ran every single ice and cold related species through his mind but none could either survive _in_ ice or under it or have the telekinetic capabilities to crack it like that from afar. And two, what was that shield? It may have been related tot he ice, but that was unlikely. If creatures that lived in the lava pocket they were using wanted it to stop, they'd never go hide in a frozen lake, that's polar opposites.

No pun intended.

And was Icicle even telling the truth back there? She had gotten a bit tight lipped when he'd kept asking.

There was a rustling sound behind him. The Doctor looked back, Gale was getting out of bed. But, it was still the middle of the night. He got to his hooves, watching her warily as she trotted to the doors. She pushed it open with a hoof rather than her magic and slowly trotted out, her movements jerky and mechanical. The Doctor ran and got his coat then followed her into the hallway.

He followed her all the way outside, where the temperature had risen to a comfortable warmth. The ground had thawed, leaving things a bit muddy. But Gale didn't seem to notice or care she just kept walking towards the outskirts of the town. The Doctor began to speed up, galloping after her calling her name. She didn't respond. He galloped in front of her, grabbing her shoulders before she walked right out of town. Her eyes were glowing an eerie blue color, one brighter than her own magic.

"Nightengale!" he cried, shaking her. She yelped in surprise and the glow vanished, leaving her regular old blue eyes.

"What the- Doctor?" she said, confused. "How did we get out here?" He didn't answer, and instead wrapped her in a hug. "Are you alright?" She nodded, "Doctor, I'm fine. Are you alright?" He looked her in the eye and nodded slowly.

"Are you sure you're okay?" he asked.

"Doctor, I swear, I'm fine," Gale insisted. He didn't look so sure, "We should go back to the inn?" she continued. He nodded again, "Yeah," and they started back towards the building. If you had asked Gale right then what she was thinking, she was worried about the Doctor. Something had happened and he wasn't telling her. They were supposed to trust each other, yet he won't tell her what happened to her to get out there.

Once they'd returned to their room, the Doctor made sure to lock the door this time, for reasons he still would not share. Gale returned to her spot under the covers, bu watched the Doctor curiously. He kept glancing over at her, something like concern in his eyes.

The night seemed to go on forever, but soon they'd both fallen asleep. Sunlight streamed in through the window when the Doctor woke up. He yawned and looked out the window, it had begun to snow lightly. The shield must've gone down. He got to his hooves and stretched, already the smells of breakfast were wafting through the door. Gale still seemed sound asleep in her cover cucoon, but when he opened the door to go downstairs she stirred.

"G'mornin Doctor," he heard her say sleepily before yawning.

"Morning Nightengale, you sleep alright?" he replied.

"As alright as I could be," Gale said. He nodded, "Come downstairs whenever." And trotted out the door. He went downstairs and found Icicle waiting by the other door in the lobby, one that presumably led to a dining room. She smiled as he approached, "Hiya Doctor!"

"Hello Icicle," he replied with a smile.

"How was your room? Was everything okay?" she asked eagerly.

"Yeah, it guess it was."

"Where_'_s Gale?" she continued.

"Right here!" said pony called, trotting down the stairs. Icicle looked momentarily shocked, but it vanished just as quickly as it had appeared.

"No chance we could get breakfast is there?" asked Gale cheerfully.

"Of course," Icicle said, "What kind of bed and breakfast would we be with hungry ponies?" She motioned with a hoof to the doorway into a small dining room. It was a nice dining room if a bit small. It had a few tables lined up against a room length window. On the opposite side of the room was a long table with fruits, jams, toasts, and other breakfast commodities. The duo got themselves something to eat and went to a seat by the window.

Midway through the meal, the Doctor cleared his throat, "Can you remember anything from last night before you woke up?"

"Nothing," she replied. "I think I was just sleep walking."

"You're eyes were glowing," he reminded her.

"Magic overload?" she suggested.

"You have to be awake for that."

"You sure about that Doctor?" she asked. "Because, from what _I_ can tell, you aren't a magic expert." She sighed, "Anyways, I want to get out of here. How soon do you think we can leave?"

"As soon as you're ready to go, we just have to skate across, find your boots, and we can go," he said. She nodded and stood, "Good, I want off this planet." She trotted away, leaving the Doctor with a half finished cup of tea. He stood and followed her, she was right, they should get out of there as soon as possible.

After getting their ice skates from the room, and paying Icicle with whatever bits the Doctor could find after searching through his pockets, they trotted outside. Arctic was surprisingly waiting for them.

"I thought you might like a guide back to the lake," he said.

"I think that'd be quite generous of you Mister Arctic," the Doctor said. Gale mumbled something similar, and they set off into the snow. As they walked, the Doctor worried about Gale still being effected by this thing, but it didn't seem like she was. At least, not until they reached the lake.  
>While they sat on the shore, the Doctor and Nightengale tying on their skates, and Arctic chatting with the Time-Pony about other worlds, she happened to look out onto the ice. Something so innocent should not have caused a problem, but it got Gale to her hooves. The Doctor and Arctic stopped short, she was mesmerized by something on the ice.<p>

"Gale?" he asked worriedly. Her eyes began to glow blue again, and she stepped onto the ice. In a moment, she was skating away from them. The Doctor scrambled to his hooves, "Nightengale no!" He finished his final skate and hurried out after her. He shouted back to Arctic: "Go get help!" Cracks were already beginning to split through the ice towards Gale.

The Doctor skated as fast as he possibly could, a spray of ice flying up behind him as he skated. The cracks were forming a ring around her, almost like a platform. The Doctor jumped over the splits just as it separated completely from the ice. He landed on the bobbing platform and grabbed Gale, but she wouldn't budge.

He only had a moment for a quick breath before it plunged into the water, dragging them down. They should've been flung off but some force kept them glued to the ice chunk as they were pulled through the frigid water. The Doctor kept his hooves wrapped around Gale, trying to save whatever body heat they had, but it was gone. The cold water was far colder than anything else, it froze him right to the core. Things began to get fuzzy as the platform reached its destination, bursting through what seemed like a bubble, but was a frozen cave. Where they'd burst through froze quickly behind them.

The platform smacked into the ground, throwing the half frozen Time-Pony off and sending him skidding across the ground. Nightengale was literally frozen to the spot, a layer of ice covering her coat. The Doctor was almost frozen, his clothes were soaked with ice cold water and frost was beginning to form in his hair. Slowly, he got to his hooves, which were shaking and shivering, and began trying to take off his overcoat. He draped it across his back, and looked around the cave.

The walls were made of a smooth white stone, frost dusted the ground. But, standing around the room in a perfect circle, were frozen unicorns. There were thirty in total, Gale being the thirtieth, and twenty-five of them were blues and whites. They must've been Corrhan natives, making the last five, the kidnapped ponies! Every single one of them was a unicorn. Of the last five, there were two stallions, a red one and an orange one, a small white filly with a purple mane, and a mare with a purple coat and striped white mane.

A loud hissing drew the Doctor's attention away from the frozen victims and up to the ceiling. That's where a massive centipede like creature was clinging to the ceiling. It's back was a pattern of yellow and black scales and it was watching him hungrily. The Time-Pony gasped, "Wha-what the h-hell?" he muttered, shivering violently.

_I should ask the same of you_, the collective voice of every frozen pony in the room said. It was using their voices as its own!

"Wh-what are y-you?" demanded the Doctor. "Why're y-you u-using these uni-nicorns?"

_Curious one,_ it said, _why so many questions? Why have you come here to my palace? _

"Y-you answer questions w-with more," he countered. "Let m-my friend go! These p-ponies aren-not yours to c-cont-trol!"

"You're friend has joined a higher rank," a cold voice said. "So have the others. Do not bother." The Doctor looked back, and saw Icicle and Arctic standing in the mouth of a tunnel cut into the rock. Both were dressed in dark robes, ceremonial it seemed. Icicle smiled, "You see Doctor, on this world, unicorns welcome the chance to feed the Worm. They are trained and offered to ones like it all over our planet for the betterment of their towns.

"It gives us warmth that otherwise would never come. The Worms protect us from the snows storms, in return for magic, which they use for food," she continued. "But it has been long since a unicorn has been born here."

"Oh? Re-really?" the Doctor said sarcastically. "Could it be because, possibly, you completely removed them from society to feed these things?" The Worm growled, "Oh, sorry. But, just tell me when this gave you the right to foalnap and force unicorns into doing this. Tell me when it gave you permission to choose their fates!"

"The Elders warned us of this long ago," she snapped. "Sometimes sacrifices must be made to protect more lives."

"And you get to choose who makes that sacrifice?" he snapped. "These ponies had lives that didn't even relate to your 'Worm', that filly over there hasn't even gotten her cutie mark yet! You had no right to foalnap them."

"We had a need Doctor," Icicle said coldly, "And our need surpasses their wants."

"Who decided that? Your Elders?"

"Actually, yes."

"Well, did you ever consort an actual member in power? One who might have some say in this?"

"No, why? You can't be saying you are."

"I am, if you want to get technical about it, I am a _Lord of Time_, I think that gives me some say in this."  
>He pulled out his sonic screwdriver, "And I say, this, ends, now." He raised it towards the ceiling and activated it. The Worm roared in pain, the spell it used to control the unicorns breaking. The ice shattered from their skin, and their eyes lost that blue glow. The unicorns who'd been trained, the ones who wanted this, immediately were controlled again. But the ones who'd been foalnapped remained free.<p>

"Doctor!" He looked back and smiled, Gale was galloping towards them. Her eyes widened when she saw the two ponies in the robes, then it turned to an expression of anger.  
>She looked Icicle dead in the eye, "Next time you give somepony a room, don't hand them over to a magic hungry grub if you want them to ever come back." Neither answered, Arctic was looking at the others who'd been freed, Icicle was glaring at the time travelers.<p>

"How many others?" asked the Doctor. "How many other ponies have been kidnapped to feed your worms?"

"None," she snapped. "We were the only ones who haven't had any unicorns. We would've died and now we will because of you!"

"Why can't you make a union with another town? Move there?" he asked.

"I-we, we must stay loyal!" she shouted.

"Why?" he asked again.

"We, I don't, it'll kill us!" she said, sounding scared. "It's only happened once, one town didn't give their's what it wanted and it destroyed everything and everypony!" The Doctor looked around the room, where twenty five unicorns stood at the ready to serve their purpose. He looked back at Icicle and Arctic, "I think I know how to stop this. But we need to leave now. The twenty five trained unicorns will support it long enough to evacuate your town and move to another, you'll most likely be safe there."  
>The two looked at each other.<p>

"We'll do it," said Arctic.

"What?" gasped Icicle.

"We can't stay much longer, get the others and we'll leave," he continued.

"You can't be serious!" cried Icicle. Then, a roar shook the room. Every free pony looked up at the Worm, _Traitors! You choose this impudent stallion over me? You shall pay!_

"RUN!" yelled the Doctor. Everypony made a mad dash for the tunnel, the Worm dropped down from its place on the ceiling, landing on the frosted ground with a THUD! Just as Gale finally made it into the tunnel the Worm smashed its giant head into the opening. But it was too big, it couldn't fit and chase after them. They stopped for a moment to catch their breath, it roared at them again. The filly screamed and took off down the tunnel in fear.

"No! Wait that's the wrong way!" shouted Arctic, chasing after her. There was a collective groan, but Arctic came swiftly back with the filly hiding under his robe.

"So, you know the way out?" asked the orange stallion.

"He'd better," the red one said.

"Do you?" asked the Doctor. Arctic nodded, "As does Icicle, but, I'll show you the way if she's still undecided."

"Lead on," the Time-Pony said. Arctic nodded, and after a bit of coaxing to get the filly out from under his robe, they set off into the tunnels. Icicle stayed behind, still unsure where her loyalties lay. The tunnels themselves were not as dark or grim like what was expected, they were lit with bright torches hung on the walls. Soon, the light changed from the orange torches to a mix of that and sunlight. They were out, or at least, in the opening.

None of them really wanted to go out into the snow, after all they were just frozen. But then, the unicorn mare (who was not Nightengale) made a snowball in her magic and threw it at the orange stallion. Soon, they, the red stallion, and the filly had started a snowball fight.

"You think you guy will be alright?" asked Gale, looking at Arctic worriedly.

"We've been through worse," he replied. "I've heard tales about life before the Worms came, they somehow made it then. We can do it again. Maybe someday ponies will come back for the lakes, and with them, bring something new to this world." The Doctor smiled widely, "Now that's more like it. You know, You and Icicle, if she comes round, might actually change this world."

Arctic nodded, then looked at the ponies playing in the snow. "What'll happen to them?"

"Oh, I'll take them home, it'll be like they never went missing," he replied. "And, if you want, we could drop you somewhere else as well. There's plenty of room." Arctic shook his head, "No, I need to fix this before it happens again. Perhaps someday Doctor, if you visit again."

"I'm sure I will," the Time-Pony replied.

"Doctor, shouldn't we be off? These skates are starting to get uncomfortable," Gale said, holding up a hoof. In all the craziness, they had forgotten their own ice skates, on their hooves still. The Doctor chuckled, "I guess you're right Gale. It is about time we left. Got a lot of ponies to get home, can't keep 'em waiting!"

_To be continued in, Equine Nature..._

**ME: Hallo everyone! I hope you enjoyed our very first special of season three, I worked pretty hard on it. If you have any comments on how I can make my original pieces better, please leave a message in the review section below.**

**Doctor: thanks for reading everypony! I must say, despite being half frozen it was fun!**

**ME: right, well, until next time!**


	10. Episode 9, Equine Nature

Doctor Whooves

_Equine Nature_

**Now, I warn you before you read, me and a friend have, **_**modified**_** this story a bit. See, he/she complained to me in a chat how they disliked this episode for various reasons when i brought up which pony AU to use. (Family of Pie/ Minuette's lament) In response to this, I offered to change it, make it better than what was aired.**

**So, please, if you are a canon nut, forgive me for the sins I have wrought trying to make it better.**

"Get down!" cried the Doctor, diving to the ground. Nightengale landed next to him, a green blast of energy zapping over their heads. The Doctor kicked the Tardis door shut and scrambled to his hooves, Gale stared at the door in fright. He grabbed her shoulders, his eyes wide with panic, "Did they see you?"

"I-I don't know," she stammered.

"But did they see you?" he asked desperately.

"I don't know I was too busy running!"

"Gale, this is really important, did they see your face?" he demanded.

"No," she replied, "They couldn't have." He nodded, then rushed over to the console, working lightning speed at the controls. She got to her hooves and joined him, adjusting the collar of her black jacket. He growled, "Gah! They're following us!"

"How can they do that?" asked Gale, shocked. "You've got a time machine!"

"Stolen technology," he replied hurriedly. "They've got a Time Agent's vortex manipulator. They can follow us anywhere." He froze, running a hoof through his mane, "Right across the universe. And they're never going to stop, unless... I'll have to do it." He seemed to be talking to himself more than Gale, but suddenly his gaze whipped around to her. "Gale, you trust me, don't you?"

"Of course I do," she said.

"Because it all depends on you." He ducked under the console, grabbing something.

"What does?" she stammered, "What am I supposed to do?" He pulled a silver watch out, letting it rest in his hoof, it was covered with swirling designs on the side up. He looked her dead in the eye, "Take this watch, because my life depends on it. This watch, Gale, this watch is-"

* * *

><p>Time Turner shot up in bed, his heart racing like mad. Slowly, he slowed his breathing, calming himself down, listening to the tick tocking of his many clocks. A cuckoo clock and grandfather clock chimed downstairs in the shop. He shook his head wildly, throwing off the last remnants of sleep, blasted dreams, always left him scared at wits end. There was a knock at the bedroom door, he rubbed his eyes tiredly. "Come in!" His assistant, Nightengale, pushed open the door with her magic.<p>

"Morning Turner," she said softly, "Sorry if I woke you. May I?"

"Yes, yes," he said climbing out of the four poster bed and putting on his robe. Nightengale trotted in, a tea tray in her magic. She set it on the small table next to his bed. Well, everything in the room was small really. There was only space for the bed, dresser, small table, a bookshelf, and small armchair. A mirror was hung on the back of the door. She glanced at him as he stared at his reflection, curious how similar it was to the hero of his dreams.

"Something the matter Turner?" Nightengale asked politely. He shook his head, "Sorry, sorry, I was uh... Sometimes, I have these extraordinary dreams."

"What about?" she asked kindly.

"I dream, I'm this adventurer," he explained, waving a hoof for emphasis. "This, explorer, a madpony for sure. He calls himself the Doctor, and frankly, I think he's quite brilliant. And uh, last night, you were there as my, companion."

"A clockmaking professor and his assistant?" she said with a smirk, "I guess it makes sense."

"Well, does it make a difference that he's a pony from another world?" asked Turner curiously.

"I'm not sure something like that could exist," she said. He looked around the room, eyes landing on his own silver pocket watch. The swirling designs on the lid were familiar, he trotted over and picked it up. "The thing is, this watch..." Nightengale looked at him, and if Turner had known better, he would've seen the hope in her eyes. He shook his head and set it down again, sighing, "It's funny, how dreams slip away. But, I do remember one thing. The whole thing took place in the future, more than a thousand years from now, in a year called 1003!"

"I can prove that wrong right now," she said, pulling a newspaper off the tray and unfolding it. "It is Monday, November the tenth, 2076." (AKA 684 years before Celestia ruled alone, aka, nightmare moon's banishment) "And you are a regular earth pony. As regular as they come." He took the newspaper from her, looking it over for himself. Time Turner chuckled, "Yep, that's me, completely normal."

**Let's kick this off** **right.**

Gale hummed a quiet tune to herself as she wiped the chalk from the boards. Behind her, Time Turner was reading aloud from a text book about the rise of chaos and Discord's reign, he was dressed in a black suit vest with a pair of black spectacles. She wasn't entirely listening to the lesson though, it had been two months since they'd come to Hoofdon, two months since the school year started and they started the clock shop, two months since they'd joined the Hoofdon University as Professor and assistant. _Only one more_, she reminded herself, _one more and we'll be safe._ A bell tolled in the classroom, signalling the end of the hour and the school day.

"Alright class, we shall continue this tomorrow," Turner called. "Please try and read some of it yourselves tonight, especially those of you so interested in watching the clouds." A ripple of laughter through the students as they packed their things. A mare trotted up beside Gale, picking up another eraser and helping her clean the board. Her name was April Showers, a light blue pegasus with curly dark turquoise hair, yellow eyes, and a book cutie mark. At the beginning of the year she'd signed up as Turner's classroom assistant, unaware that Gale had already filled the position. They welcomed the extra help though, so April and Nightengale became fast friends from working together.

April looked back at Turner, who looked as if he was day dreaming for a moment, before shaking it off and trotting out of the lecture hall. She chuckled, "Head in the clouds that one. Don't know why you're so sweet to him."

"He's kind to me," Gale replied. "Not everyony's that considerate, what with me being..." April raised an eyebrow, "A pony from Trottingham?"

"Exactly," she replied, though it sounded a bit fake to trained ears. The two of them laughed a little, then two of the students trotted up. A pair of very snooty young unicorns, one of them named Sweet Money, the other was Lucky Try. The two looked like siblings, but with the exception of eyes color and cutie mark. Both had short brown hair and very light tan coats, Sweet's cutie mark was a tiny stack of bits, Lucky's was a gold star.

"Now then you two," Sweet said with a bit of a sneer, "You aren't paid to have fun now are you? Put a little effort into it."

"Yes ma'am," April said politely.

"You, what's your name again?" she asked. Gale looked back, "Nightengale."

"Then tell me miss Nightengale, with magic that weak, how can you tell if you're getting the job done?" Sweet teased. The two of them high hoofed, laughed, and walked away. Gale glared at them, they had zero right to be talking to her of all ponies like that, especially not after what she'd done for their futures.

"Be careful Gale," April warned, "Don't answer back."

"I'd answer back with an eraser to her face," Gale replied, turning back to the chalkboard.

"Oh I wish," she murmured. "Just think though, in a few years, mares like that will be helping run the city."

"684 PCE," Gale muttered softly, "They might not."

* * *

><p>Colgate Minuette, the university's nursematron unicorn, trotted through the hallways, passing by students on her way to the head offices. She wore a simple white nurse's smock, her coat was a light blue, her mane was a mix of a darker blue and a sort of grey color, her eyes were a blue that matched her coat, and her cutie mark was an hourglass. Her first name may have been a bit misleading when compared with her cutie mark, but on another hoof, it fit perfectly. She was an excellent nurse, excelling especially in dentistry, but also very knowledgeable in the inner workings of clocks. She often visited the clock shop run by Time Turner, for the clocks and to see him when they weren't required to be Nurse and Professor.

She looked up in surprise as he stumble out of the library, a massive pile of books stacked on his back.

"Oh! Good morning Mister Turner," she said with a smile. He looked back at her, just as a book fell off his stack. He sighed, "There we go."

"Let me help you," Colgate offered.

"No! No, I've got it," he stammered, grabbing it with a hoof. He looked from the bok to the stack of them, unsure how to stick it back on top of the pile. "Er, how best to stack it... Tell you what, if you could take a few books off the top-" she levitated the first four, taking about half of his books off, allowing him to set the small one on top. "There we go, no harm done. So uh, how was Fleetfoot?""

"Oh, just a cold," she replied. "Nothing too serious, I think he misses home more than anything."

"Well, that is understandable," Turner said with a smile.

"He got a letter this morning though and is quite a bit more chipper now, I do seem to be holding your books."

"That you do, but ah, might I say it does make the load easier on me," he said.

"Can I help you back to your shop then?" Colgate asked.

"I think that'd be lovely," Turner replied eagerly.

"We make quite a team."

"Don't we just." They both smiled and trotted off. "Like I always say, Matron, keep the foals busy and they'll wear themselves out."

"Uh, Turner, I'd prefer that when it's just you and me," Colgate said, "that you call me Nurse Minuette."

"Alright then," Time Turner said, "Nurse Minuette it is then."

"We've known each other long enough you could even perhaps call me Colgate," she said, they started down the stairway to the bottom floor.

"Colgate?" repeated Turner, a bit shocked.

"That is my name."

"Ah yes, of course."

"And it's, Time Turner is it?"

"Yes, yes it is." They paused on the second landing, a wooden wall with posters on it sat on the wall. Colgate looked at one of them and sighed, "Have you seen this Time? The annual dance at the village is tomorrow, it's nothing formal but rather fun by all accounts. Do you think you'll go?"

"I, uh, hadn't thought about it," he said, looking at it as well.

"It's been ages since I've been to a dance, only nopony's asked me," Colgate said honestly. Turner swallowed nervously and backed away a little bit, this was not his area of expertise! "Well, I thought that you'd be, I mean, I never thought you would be some pony who'd like something," he stammered taking another step back, "I mean, there's no reason you shouldn't, I don't think I'll go. But even I did I don't think I would want to, mean, not that I-"

"The stairs!" Colgate exclaimed.

"What about them?"

"They're right behind you!" His back hoof slipped, and he jumped in surprise, sending him tumbling down the stairs. His books flew into the air, creating a whirlwind of papers in his wake. Colgate winced, then hurried down the stairs to help.

* * *

><p>"Ow!" Turner hissed. Colgate rolled her eyes, "Stop it, I get colts who make less fuss than this."<p>

"But it hurts," he complained. Colgate had helped him get back to his shop, carrying all the books herself, and was now examining the back of his head where it had landed hard on the wooden floor of the university. The clock shop itself was only a bit larger than the rooms upstairs, it had a desk covered with tools for making clocks and repairing them, and the walls were filled with the ticking machines. Colgate and Time Turner were sitting behind the desk, just as Nightengale came galloping in through the door, ringing the bell on top.

"Is he alright?" she asked, concerned. "They said you fell down the stairs Turner."

"It was just a tumble," he replied nonchalantly.

"Have you checked for concussion?" she asked.

"I have," Colgate said, stepping away from Turner and looking Nightengale in the eye, "and I daresay I have more experience then you." She glanced at Nightengale's caduceus cutie mark, "Oh, never mind.

"O-Kay then, well," she muttered, "I'll just get back to work on that stubborn cuckoo clock then." Turner got to his hooves, rubbing the back of his head, "I was just telling Nurse Minuette- Matron, about my dreams. They are really quite remarkable. I keep imagining that I'm another stallion, and that I'm hiding."

"Hiding?" asked Colgate. "In what way?"

"They're almost every night and," he chuckled, a bit embarrassed, "This is going to sound ridiculous."

"Tell me."

"I dream, quite often, that I have two hearts," he said, patting his chest with a hoof. The nurse smiled and reached a hoof into her pocket, "Well then, I can be the judge of that. Let's find out." She levitated the ear buds in and pressed the disc to Turner's chest. Behind them, Nightengale tensed, nervous of what they'd find. Colgate checked the other side of his chest and smiled. "I can confirm the diagnostic," she said, taking off the stethescope, "just one heart. Singular."

"I have, ah, written some of these dreams in the form of fiction," he said a bit nervously. "Not that it'd be of any interest."

"I'd be very interested," Colgate said. Turner nodded, then went behind the desk. From a shelf underneath he pulled a small brown journal with a blue ribbon tying it shut. He held it out to Colgate, who took it in her magic and undid the ribbon. She opened it and read aloud, "The Journal of Impossible Things. Seems a fitting title."

The first page itself was a wonder, inky scrawl described a blue box only a foot taller then Turner himself, saying that the picture of the room with hanging wires and the control panel was the box itself. Pages and pages of wild stories, with creatures of the likes Colgate had never seen, a device that could unlock doors faster than magic, ten stallions who'd saved the universe more times than could be counted. She looked at Turner in awe, "These are amazing." He blushed and scratched behind his ear nervously, "I-it's become quite a hobby."

"It's wonderful," she said, opening to a new page. There was a picture of a mare, smiling, an earth pony with a two colored mane, scrawled in black ink in the story of a wolf. "You've got quite an eye for pretty mares."

"Oh, that's one of the Doctor's friends," Time Turner explained, getting an odd look in his eyes. "She came when he really needed her... Roseluck! He c-called her Roseluck, she seems to disappear later though." She turned another page, the box again that had been on the first page.

"That's the box!" Turner said a bit excitedly. "It's in every one of his adventures. Like a magic carpet. It takes me, er, the Doctor, to faraway places across the stars."

"Like a doorway?" Colgate asked. He nodded, "Sometimes I think how amazing life would be if stories like his were true."

"If only."

"Oh well, it's, just a dream." Nightengale looked over at the two of them, wishing with most of her heart to tell them. A few moments later, after a bit of small talk, Colgate trotted over to Nightengale's side, looking at the clock she was working on.

"What's the matter with it?" she asked.

"Well, um, it's really fast," Nightengale's said, tapping a regular screwdriver against the casing. "We haven't figured out how to fix it yet though..." Colgate looked at the clock, instantly she spotted where it was missing a set of cogs. She picked up some smaller ones with her magic, cast aside from another broken clock, and fitted them in place. Almost instantly, the sped up ticking slowed down to a regular speed.

"You got it," said Nightengale, surprised.

"Well, I do have a knack for clocks and, stuff," she replied a bit bashfully. "Oh would you look at the time! I should be getting back to the university." She quickly pack what she'd brought and grabbed the Journal before heading out the door.

"Wait! Matron!" She glanced back and saw Nightengale trotting after her. "That journal-"

"Oh, I'll take care of it, he did say I could read it," Colgate said.

"It's silly, that's all," she replied, "just stories." Colgate nodded, but then looked at Nightengale curiously, "Who is he?"

"I'm sorry?"

"It's like he's got something to do," she explained, "but he can't remember what it is."

"That's just him."

"You arrived with him didn't you Nightengale? You helped him start the shop right?"

"I am an old friend of his, when he said he was coming to Hoofdon I just decided to tag along," she replied.

"Well I'd be careful if I were you," Colgate warned. "Sometimes you seem a bit, too close to him, it'd be best if you remembered your position."

"Oh, yes ma'am... Ah, Turner told me to tell you, you're welcome to come back and help at the shop," she said, turning to head back. "He said you'd be, quite helpful to us." Nightengale turned and trotted back into the store, Colgate watched her go. She looked at the journal in her magic and smiled, before turning and walking back towards the university, humming a tune.

* * *

><p>"Ah, there you are Jewel," said Sweet Money, a packet of homework in her magic. Another mare, an earth pony, and perhaps a year or two younger, was sitting next to her bed reading a book. She glanced up at at Sweet as she dropped the homework, "Here, history reading. I want the notes clear and simple,done by morning." Jewel nodded, "Yes ma'am."<p>

Jewel was what was called a fag, a younger student who was supposed to work for an older student, like Sweet. Her mane was a light turquoise green, her coat a light blue, her eyes were bright bright green, and her cutie mark was made of three shining gems. So, while Sweet went and lounged on her bed, gossiping with Lucky, Jewel was working hard studying history.

"Listen, Mother says the shop's doing amazingly well," Sweet was saying, "That means more money, and perhaps even a better school."

"She should enjoy it ma'am," Jewel pipped. "My aunt started a shop in the small town Canterlot once, said the ponies there were so nice to her."

"What are you talking about?"

"Manehatten, your mother?" she answered.

"You've been reading my letters?" Sweet demanded.

"What?"

"You said Manehatten, I've only just read the word myself, how did you know that?" Sweet got to her hooves and stormed over, looking Jewel right in the eye. "Have you been spying on me?"

"N-n-no!" stammered Jewel, "I-I just guessed!" Sweet stepped back, "What's that supposed to mean?"

"I'm good at guessing, that's all," she said timidly.

"Moron." Jewel looked at her hooves, Sweet trotted back over tot he bed. She looked back up, "Sometimes, I say things, random things and they turn out to be correct. Just little things, tiny things, I can't help it. Back home, a small place just outside of Hoofdon called Cardhoof, ponies made fun of me for it. I don't know what it is, it's just some sort of luck I guess." There was silence in the dorm room, then Lucky Try cleared her throat.

"Well, let's not waste any more time on a sob story, who's for cider?" she asked, hopping off her bed.

"You've got cider?" asked another mare in the room, surprised.

"No, but Golden's hidden a secret supply down in Feathertop woods," Lucky said.

"Then what're you waiting for?" asked Sweet. Lucky trotted to the window, opening it with her magic, and hopping up onto the sill. "A bottle for everypony then?"

"And none for the foal," Sweet finished, glaring at Jewel. "Hurry back Lucks, I'm parched."

* * *

><p>Gale trotted out of the restaurant, using her magic to both wrap her coat tighter against the chill night air and carry out two pints of cider. April was sitting by a table on the dewy grass, looking up at the stars.<p>

"Ooh, it's freezing out here," she said, setting the glasses on the table. "Why can't we get a drink inside the place?"

"Don't be ridiculous," April scolded, "that's where all the high end ponies sit. We'd be mocked for centuries if we dared go in there in anything less than a cheap gala dress."

"But don't you want to scream at them sometimes?" asked Gale. "Just because we aren't as fancy doesn't make us any less than them."

"Things must be really different in Trottingham," she said.

"Yeah, thank Celestia I'm not staying," Gale remarked, looking up at the stars she missed.

"Where are you going to anyways?" asked April curious.

"Anywhere," she replied dreamily. "Just look up there, imagine you could go all the way out to the stars."

"You don't say half mad things," April said.

"But that's where I'm going," Gale continued, "all the way out to the sky." SUddenly, something flashed up there, a bright green light. Gale shot to her hooves, "Did you see that?"

"See what?" asked April.

"Did you see it though? Right up there, just for a second," she insisted. The sound of galloping hooves reached them as Colgate, looking out of breath and a bit panicked, came galloping towards them.

"Matron? Are you alright?" Gale asked.

"Did you see that?" she asked, pointing back towards the woods where she had come. "There was something in the woods, this light!"

"Something the matter ladies?" asked Time Turner, trotting out of the restaurant in a long buttoned up grey coat and hat. "Far too cold to be standing around in the dark, don't you-"

"There!" cried Colgate, pointing above them. "Look! In the sky!" A bright light shot across the sky, winking out seemingly over the woods.

"That was beautiful," breathed April, awed.

"All gone," Turner muttered. "Commonly known as a, meteorite! It's just rocks falling to the surface, that's all."

"It came down in the woods," Colgate said, looking back the way she came.

"No no no, they always _look_ close," the Doctor explained, "when actually they're miles off. Nothing left but a cinder. Now, ah, I should escort you back to the school. Nightengale? April?"

"No, we're fine, thanks," she replied.

"Then I shall bid you goodnight," Turner said. He and Colgate walked off down the road towards the university. Gale's eyes were glued on the sky, "April, where was that? On the horizon, where the light was headed."

"That's by Copper's field," she said. Nightengale nodded, than galloped off towards it. "You can't just run off! It's dark! You'll twist an ankle!" April groaned, before getting to her hooves and following after.

* * *

><p>Lucky Try pushed aside the bramble with her magic, smiling as it revealed the hidden chest beneath. She pulled the chest out a little and opened it to retrieve the cider. But before she could grab one, a bright green light lit up to her left, blinding her as she looked to see what it was. Suddenly, it blinked out with a zapping noise, as if somepony had flicked a switch. Lucky looked around, then called out, "Hello?" No answer.<p>

She trotted towards where the light had been, a large field to be precise. "Hello? You pegasi alright? That landing couldn't have been-" She ran full speed into something, it glowed green as she touched it. Lucky staggered back in surprise, the green light waves vanished. "What? That's, impossible!" She stepped forward again, reaching out a hoof and touching the thing.

At her touch, a massive craft appeared in the fluctuating green light. With a large wingspan, and about the shape of an elongated egg. She ran her hoof across the smooth surface, the green lights creating a tingling sensation on her hoof. A clang came from her right, she moved her hoof in that direction and felt an opening.

"A door? H-hello? Anypony there?" Slowly, she felt her way inside, and the door shut behind her. The ship vanished.

Just as Nightengale and April galloped towards it.

"There you are," said April, out of breath. "Nothing there, I told you so."

"And that's Copper's field?" Gale said, pointing out.

"As far as the eye can see, and no falling star," she said. "Now, let's go, I'm chilled to the bone. As your Mister Turner said, nothing to see." she turned and started trotting away. Gale took a deep breath, they weren't here. Good.

* * *

><p>A few hours later, back at the university dorms, Jewel was working hard trying to patch up Sweet's jacket while she and the other mare played card.<p>

"Where is she?" groaned said mare. "Promises us cider then vanishes into the night!" There was a knock at the window. "There she is, let her in." On of the mares trotted over and opened the window. Lucky climbed in, but her movements seemed, off. Jerky, mechanical, not natural. Her eyes were wide, as if frozen like that, and she had a weird but really creepy expression on her face.

"Lucky Try, it's about time," snapped Sweet. "Thought you'd been caught or something. Well? Where's the bloody cider?"

"There was no cider," she said quietly. "It was gone."

"Dang it, we've been waiting! Pretty poor show Lucks, that's all I have to say." Lucky sniffed, Sweet looked at her oddly. "What's a matter with you? You catch a cold whole running around in the dark?"

"Yes, I must've," she murmured. "It was, very cold out there."

"Well, don't spread it about, I don't want to get sick too," Sweet Money snapped. "C'mon, Twinkle's got some out in the pavilion anyways." Jewel looked up from the jacket she was working on, Lucky Try looked over at her. Lucky sniffed loudly, then went and followed the others. Jewel watched her with fearful eyes, and began sewing just a little bit faster.

* * *

><p>Nightengale trotted down the road, it was early morning and the air was still crisp from the night's chill. She probably shouldn't keep doing this, but she had to go over the video once more. Down the way, a small wooden building sat nestled between two trees. She pushed open the door and trotted inside, shutting it behind. Gale smiled at the Tardis, sitting there in the house, lights a bit dimmer than usual, but there all the same.<p>

She pulled out her key, on the same white chain, and unlocked the door. It seemed to hum under her hoof as she pushed it open and trotted in. The familiar bronze interior was a welcome sight. Gale leaned against one of the spires, "Hello there... Great, now I'm talking to a machine." She sighed and went over to the console, memories flashed in her mind's eye of that day, so long ago. Slowly her eyes traveled up, landing on the silver helmet that had caused all of it.

_Two months ago..._

_"Get down!"_

_"No! They're following us! They can follow us wherever we go, right across the universe._ _And they're never going to stop, unless... I'll have to do it." He seemed to be talking to himself more than Gale, but suddenly his gaze whipped around to her. "Gale, you trust me, don't you?"_

_"Of course I do," she said._

_"Because it all depends on you." He ducked under the console, grabbing something._

_"What does?" she stammered, "What am I supposed to do?" He pulled a silver watch out, letting it rest in his hoof, it was covered with swirling designs on the side up. He looked her dead in the eye, "Take this watch, because my life depends on it. This watch, Gale, this watch is me." He pressed it into her hooves then took off around the console. She looked at him, confused. "Got it, wait, no, completely lost."_

_"Those creatures are hunters," the Doctor explained. "They can sniff out anypony, and me being a Time-Pony, well, I'm unique. They can track me down across the whole of time and space."_

_"But, they can't get into the Tardis, so why're we running?" asked Gale._

_"I don't know how long the doors'll last under their fire power. And some how, they will get in, through friends or family," he said grimly, "I won't let them do that."_

_"Then, what're we doing?"_

_"Their life spans are very short, if we can hide long enough, wait for them to die, we're home free."_

_"But they can track you down."_

_"That's why I've got to do it," he said. "I've got to stop being a Time-Pony." There was a cranking sound, they both looked up as a silver headset was lowered down. It looked like a pair of metal headphones, with two more arms perpendicular to those in the front and back. The front arm had a watch-sized opening, right where it would fit._

_"Never thought I'd use this," the Doctor said honestly. "All the times I've wondered..."_

_"What does it do?" asked Gale._

_"Chameleon Arch, rewrites your biology," he said. "Literally changes every single cell in your body. I've set it to equine." He took the watch back and set it in the open spot with a click. "Now, the Tardis will take care of everything, invent a life story for me, find me a setting and integrate. Can't to the same for you I'm afraid, you'll just have to improvise. I should have just enough residual awareness to let you in."_

_"But, hold on," Gale said, holding her head, "if you're going to rewrite every single cell, won't that hurt?" He looked at her solemnly, "Oh yeah, it hurts."_

Gale shook her head vigorously, trying to get his screams to stop echoing in her mind. She took a deep breath, and let it out slowly, before turning to the console's monitor and switching it on. The video started automatically, the Doctor sat down in front of the camera.

"_Is this working?_" he asked, tapping the screen. "_Nightengaqle, before I change, here's a list of instructions for when I'm a pony. One, don't let me hurt anypony, we can't have that but you know what someponies are like. Two, don't worry about the Tardis. I'll put her on emergency power just, let her hide away. Four, no, wait a minute, three. No getting involved in big historical events. Four, you. Don't let me abandon you. And five, very important five, don't let me eat pears, I hate-"_ she paused it and began fast forwarding the video.

It was kind of funny, but at the same time, as serious as something could be. "Come on," she muttered, "There was a meteor, a shooting star, what am I supposed to do?"

"_And twenty three,"_ she stopped the video on the last instruction. "_If anything goes wrong, if they find us, Gale, then you know what to do. Open the watch. Everything I am is kept safe in there. There's a perception filter on it so pony me won't think anything of it. To him it's just a watch._

_"But don't open it unless you have to. Because once it's open, the Family will be able to find me. It's all down to you Martha. Your choice."_ He turned and hopped off camera, before sticking his head back in. "_Oh and, thank you. Very much._" The video froze, with his last smile on screen. Gale place a hoof on the screen, "I wish you'd come back. I really, really do."

* * *

><p>Jewel stood outside her history teacher's door, shifting a bit uneasily from hoof to hoof. The door opened, Time Turner looked out and looked a bit confused. She swallowed, "Y-you told me to come and collect that book, sir."<p>

"Ah, yes, I'd forgotten," he said. He motioned with a hoof for her to come into his study. "Let's see, it was, the Collected History of Equestria. Where did I put it?" He began searching the bookshelves opposite the door. "Also, I wanted a word. Your marks, miss Jewel, are not quite good enough."

"I'm top ten in my class, sir," she replied politely.

"Be honest Jewel," Turner continued, looking back, "you should be at the very top. You're a clever mare, you seem to be hiding it. And I know why, keeping your head low avoids the mockery of your classmates. But nopony should hide themselves, don't you think?" Jewel nodded absentmindedly, looking about the room. Her eyes landed on a silver watch sitting in his bag, something about it made her pick it up. She looked at the watch, and almost gasped when a voice drifted into her mind.

"_Secret lies within,_" it was saying. "_I'm trapped. Kept inside the cogs."_ She pressed the little button on top, the watch opened with a click. But instead of a clock face, she saw golden light, and something else. A stallion.

"Ah, here we are." She snapped the watch shut and pocketed it before Time Turner could see. He trotted over, a book in his mouth. "Fashinating details on da, are you awrigh?" Jewel nodded, "Yes sir, fine, sir." He tooked the book out of his mouth and handed it to her. But as she reached to take it, images flashed through her mind, that stallion again, wielding a glowing device with some sort of magic in it, making it glow.

"You're really not looking yourself Jewel, anything bothering you?" asked Time Turner again. She looked at him with wide eyes, "No sir, thank you sir." Then turned, andgalloped full pelt out of the room, not looking back. She had to get somewhere safe, the dormitory. The other mares would still be at lunch, she'd be alone.

So, once in the safety of her room, hiding beneath her bed, she opened the watch again. Halfway across campus, Lucky Try's head snapped around, she took a sniff of the air, and smiled.

Soon, the school bell rang again. On her way to class, Lucky ducked under the staircase to be hidden from the rest of the students and teachers. A green glow lit up around her, "_There is a trace, but somehow scattered. The scent is confused. Nevertheless, we'd best arm ourselves."_ The glow vanished and her eyes snapped, open, "Activate the soldiers."

* * *

><p>On the outskirts of town, in the middle of a field, a scarecrow moved its hoof. The stallion who owned the field, a prestigious gentlecolt known as Copper Top, happened to be taking a leisurely stroll by his fields when he saw the scarecrow move. At first he thought it was the wind, but when it began waving at him, as if saying hello, he began quite angry. It wasn't the first time a young pony had dressed in a scarecrow suit to spook him, or somepony else. He stormed up the hill, "Excuse me! This is my property and you are trespassing! Who are you?"<p>

The scarecrow didn't answer. He reached a hoof into the straw and began pulling it out, "I'll find out, you're probably one of those ratty colts at the-" He faltered, he'd stuck his hoof clean through the scarecrow's neck. It was impossible, but there was no magic controlling the thing. It turned its head to the side, a new set of rustling hoofsteps sounded behid. Copper looked around, two more scarecrows were lumbering toward him, and this one wouldn't let him go.

* * *

><p>Not very far away, a young colt was skipping down the lane, a balloon tied to his hoof. Out of the shrubs on the side stepped a scarecrow, he didn't think anything of it. Until it grabbed him under one hoof and started carrying his off. The foal did the only thing he could do, he screamed and pounded on it with his hooves, to no avail.<p>

* * *

><p>Outside the school, four large crossbows had been set up. Sitting behind each one was a senior colt, sitting beside it was a younger student, mare or stallion, who'd turn it was to take the class. Jewel sat behind a particularly aggressive stallion, placing an arrow into the crossbow each time her fired it. The dummies they were shooting held spears and wore buckets, so the arrows pierced them easily. Watching over the whole thing was Time Turner, though, if one were to be completely honest, he really wished he didn't have this class.<p>

One of the arrows goes flying off track, landing somewhere in the field.

"Concentrate," Turner said automatically. The next ones land right on target. "Excellent work boys."

"Cease fire," called another voice. The headmaster, a stallion named Red Castle, was trotting towards them.

"Ah, a good day to you headmaster," said Turner with a smile.

"Your class is in fine form today Mister Turner," Castle replied.

"Excuse me, head master," said the colt handling Jewel's machine, "We _could_ do better. Jewel here is being deliberately shoddy."

"I'm trying my best," she protested.

"You'll need to be better than your best," Castle said gravely, pointing out to the dummies. "Those targets are tribesponies from the dark country."

"That's exactly the problem sir," she said politely, "They have only spears."

"Oh dear me, Jewel takes it upon herself to make us realize how wrong we all are," the headmaster said, a bit mockingly. "I hope, miss Jewel, that one day you may have a chance to prove yourself. Now, resume firing." But as the next arrow landed, Jewel had her vision go fuzzy, it changed from the field in front of her to a dark and gloomy landscape. stormclouds rolled from above, griffin war screeches echoed in the air, arrows whistled past. She was dressed in what seemed like a doctor's outfit, on her back was the wounded stallion she was helping fire arrows. She was struggling along, trying to get him to safety, when a boom of thunder echoed over head.

She pulled out a watch, a dirty silver one with strange swirling designs on it, and popped it open. "One minute past the hour," she muttered, looking up, "It's now. This is the time, our time." The sky flashed, and she was back at the school, an unused arrow in her hooves.

"Immediate action," the stallion was saying. "See? Didn't I tell you sir? She's useless. I would like a new partner if you don't mind, I don't fancy getting shot."

"Permission granted," Turner replied. Jewel stood up and walked away. Behind her, Lucky Try looked at Time Turner, and sniffed quite loudly.

"Something the matter Lucky?" he asked.

"I thought, no sir, nothing sir," she said quickly, before following Jewel. The headmaster nodded at Turner, "As you were." Then left as well. A few minutes of arrow firing later, Turner happened to look back at the school. Standing next to the wall was Colgate, she was staring at the students in shock. He left one of the seniors in charge and trotted over, "Nurse Minuette!" She shook her head, and looked over at him.

"Uh, I'll give you back the journal next time I see you," she said.

"No no no, you don't have to," he replied kindly.

"If you'll excuse me, Mister Turner, I was just thinking about the day my brother was killed," she explained.

* * *

><p>"His name was Clockwise. He was part of the royal guard," she said as they walked, cold wind rustling their over coats. Around them, ponies living in the outskirts of Hoofdon went about their daily lives. Two stallions were attempting to lift a piano up by pulling on a rope. "When the new castle was attacked by changelings, he was killed. But, I was mad at the guard for such a long time afterwards."<p>

"You still are," Time Turner said.

"Then, here I find myself at a school teaching colts how to kill," Colgate continued.

"Well, shouldn't they learn how to defend themselves?"

"Does it have to be so military though?" she protested. "If those colts go to war they won't find it so amusing."

"Equestrian is strong," Turner said, "and long may it reign."

"Um, Time, in your journal, you wrote about next year. But, you called it 683 pre celestial era."

"It was just a dream."

"You spoke of a shadow, covering the four realms, consuming the world."

"Well, be thankful it won't be real," Turner said, stopping. "And, I will say, fighting and violence is not how one must prove themselves. Some pony can show their honor and pride in the simplest," he trailed off, the rope holding the massive piano six feet off the ground was fraying. A nanny was pushing a foal carriage around the corner, heading right towards it. "Of everyday," the colt next to them was playing with a cricket ball, "deeds."

Time Turner snatched the ball as the rope frayed even further, dropping the piano a little more. He tossed the ball up and bucked it towards the rack of metal cans nearby. It hit the rack, causing the cans to fall in the path of the carriage. The rope snapped, throwing the stallions back and dropping the piano on the ground. It breaks, the mare pushing the carriage stops short, the foal inside starts wailing. The workers gallop over to make sure she's okay, Colgate and Turner look at each other in shock.

"Lucky," he muttered.

"That was not luck," Colgate replied. Turner looked from the ponies he saved to Colgate, "Miss Minuette, would you accompany me to the town dance this evening? As my guest?" She broke into a smile and laughed, "You are extraordinary! Of course!"

* * *

><p>"It's all becoming clear now," Colgate said as they walked along the path next to a field. "The Doctor is the stallion you'd like to be, doing impossible things with cricket balls and such."<p>

"Well, I discovered a new talent that's for sure," Time Turner replied honestly.

"But this Doctor has quite an eye for the mares," she added.

"He is quite a romantic, I _wish_ I was that smooth," he replied.

"I'm sure you do," Colgate teased.

"Well, sort of I guess."

"Says the pony dancing with me tonight," she continued, making him blush.

"Oh look!" he said, changing the subject, "that scarecrow is askew." Colgate rolled her eyes and they trotted up to the scarecrow. It was hanging awkwardly, its back half hanging loose in the ropes. Time Turner pushed the scarecrow up and began tying it, Colgate watched curiously. "Ever the artist, where did you learn to draw?"

"Gallopfrey," he replied automatically.

"Is that a new town?" she asked.

"Yeah, it uh, must be yeah," he seemed a bit confused.

"But, you're from Trottingham right?"

"Yes, of course. My father Hourglass was a watchmaker, my mother, Harte, was a nurse," Turner explained.

"We nurses make great partners don't we?" said Colgate.

"Yes well uh, my work here is done," he stepped out from under the scarecrow, it hung contentedly from the post. "What do you think?"

"Masterpiece," she replied with a smile.

"All sorts of skills today!" he said with a matching grin.

* * *

><p>They didn't go right back to the university, they went to Turner's shop for a, visit. Time Turner had insisted, and after two cups of tea, pulled out his Journal. With a pencil in his mouth, trying to be as gentle as possible, he began sketching Colgate He tried his best to catch every detail, this had to be the hardest drawing he'd done yet. It would've been easier if he were a unicorn but, alas, fate was not so kind. He set the pencil down and wiped whatever eraser bits were left on his lounge.<p>

"May I see?" asked Colgate. Turner nodded, and moved over to the opposite side of the table, pulling the journal round for her to see. Colgate looked at the sketch of herself curiously, "Oh my goodness, do I really look like that? Are you sure this isn't me?" She pointed at an odd bug eyed creature on the other page. They chuckled, Turner removed her hoof, "No, This is definitely you. Do you, do you like it?"

"You've made me far too pretty," she insisted.

"That's uh, just how I see you."

"Not all mares are supposed to be beautiful. I think ponies would rather we stopped. Would that be fair, if we stopped?"

"I certainly don't think that's fair." And then, Turner did something unexpected. He leaned forward and kissed Colgate. It was gentle, and super sweet. Because, when he tried to pull back and apologize, she kissed him again. Unbeknownst to them, Nightengale happened to pass by the window right then. She saw them and ducked down in fright, hiding beneath the window.

She put her head in her hooves, "No no no! This wasn't on the list..."

* * *

><p>With the watch resting on the bench beside her, Jewel stared off into space. She listened as the whispering voices inside the watch itself told her stories. Suddenly, they hushed, becoming almost silent. Slowly, she looked around, nothing seemed off.<p>

Except, Lucky, was standing near the road a ways away. Next to her was mister Copper, they were looking at each other. A balloon bobbed behind the wall as a young colt trotted into view. He looked at the other two, then all three of them turned and looked directly at Jewel. She froze, they sniffed in sync. That was not normal by any means.

She pocketed the watch in one smooth motion, and turned her eyes back to the sky, hoping they hadn't caught her stare.

* * *

><p>April Showers was trotting down another road not far away. She was admiring the clouds so she didn't quite notice the scarecrow in front of her till she almost ran into it. She stepped back in shock, "Who's that playing around? Nearly ran into you. Hold on, is it you Sea Sal?" Weird rustling noises came from behind her, April turned around and gasped. More scarecrows were coming from behind her. She began to panic, they were on all sides, and easily captured her.<p>

They dragged her down the lane, leaving her things discarded on the road, towards Copper's field. They pushed her into the spaceship and slammed the door shut, Mr. Copper and Lucky Try were waiting.

"I-I don't understand," she stammered, backing against the closed door. "Its Mister Copper isn't it? What've I done wrong?"

"Nothing at all in fact," he replied cooly, "You're just what we need foal."

"She works at the school," said Lucky, looking at her as if she were a specimen of some experiment. "Whatever is happening seems to be connected to that, establishment. The faintest of traces, but they all lead back there."

"You're Lucky right?" April continued. "This isn't very funny m-"

"Just-shut-up-cease-and-desist-there's-a-good-mare," Lucky shouted, not even breaking between words for a breath. She calmed and looked at April curiously, "Mother of Mine is dying to meet you. And here she is." Lucky held up a small green orb, letting it rest in her hoof. April turned her head to the side in confusion, then looked at Lucky in fear, "Stop mocking me-

"No!" she snapped. "Mother of Mine just needs a shape. We go through shapes so very fast. Yours is perfectly adequate, if a bit grim." The orb began to glow brighter, "Mother of Mine, embrace her." Lucky blew gently on the orb, green gases began to float out. They formed a snake like shape and darted towards April. She gasped in surprise as the gases forced their way inside her, erasing what had been the real April.

Mother sighed contentedly, looking at her Son and Husband.

"And now," the parasite in April said, "the hunt begins."

* * *

><p>Back at the clock shop, Colgate was showing off her party dress for the evening. It was quite beautiful, a bright blue blouse with white pearl like bead sewn into it and a gown of light blue with white ribbon stripes matching her mane, which was in a braid tied up in a fancy swirl. Time Turner was dressed in a black suit that seemed to have a light blue tint to it that matched his bow tie. (He didn't like the things but this was supposed to be a formal party)<p>

"You look wonderful," he said honestly. Colgate blushed a little, "Thank you. Um, can you actually dance Turner?"

"I'm not certain."

"There's a surprise, is there anything you're certain of?" she joked. Turned stepped forward and took her hoof, "Yes, there is."

* * *

><p>Back at the university, Nightengale was setting up a small picnic in April's room for the two of them to share. She looked up at the door, just seeing as it opened. April stood in the doorway, she looked a bit pale though, like she was sick.<p>

"There you are," said Gale, not noticing her condition. "Look at what I've got. I had some spare time this afternoon, thought I'd surprise you. What are you standing there for?" April inhaled deeply. "You alright?"

"Must have a cold coming on," she said robotically. Gale nodded, "The problem is, I can't stop thinking about them, I don't know what to do." April trotted over and sat in the other chair. "Thinking about who?"

"Mister Turner and the Matron," she replied somberly. "Because it'll never last, he's going to leave in a few weeks."

"Why?

"It's like, his contract comes to an end," Gale answered, starting to notice something was 'slightly' off with her friend. "And she's going to be heart broken."

"Leave for where?" pressed April.

"All sorts of places, I wish I could tell you April, but it's complicated."

"In what way?

"I just can't."

"It sounds so interesting," she leaned forward, "_Tell me now._" Gale look at her oddly for a moment, the penny had finally dropped. She'd lost April, the Family had taken her. Gale cleared her throat, "Would you like some tea?

"Yes, thanks," she replied.

"I could go get some cream for it, I'm sure the kitchens would let us borrow some," she continued, stalling.

"I like the sound of that."

"Right, hold on a tic." Gale got to her hooves and calmly trotted out of the room. Once in the hall, she closed the door gently with her magic, and took off down the hall. She ran all the way downstairs and out the back doors. A green laser hit the ground behind her, barely nicking her tail, as she raced out of there.

The Family was here, she needed to get to Time Turner.

Where did he'd say he would be? Right, the shop, she needed to get there five minutes ago. When she did reach the shop, breathless and scared, Turned and Colgate were just coming downstairs.

"They've found us!" she exclaimed. The two looked at each other, confused. Gale growled in frustration, "They've found us, and I've seen them. They look like ponies, like us, like normal. I'm sorry but you've got to open the watch." She raced past them upstairs and into Turner's room.

"Gale! What're you doing?" Turner cried.

"Where is it?" she called back. It wasn't in his bag, or on the table, or anywhere. "Where's it gone? Where's the watch?" She galloped out of the room, "Do you have it?"

"What are you talking about?"

"You had a fob watch, you've had it this whole time, where is it?"

"Did I? I don't remember any fob watch."

"Why is it your concern?" asked Colgate.

"But we need it!" cried Gale. "Oh my Celestia! Doctor, we're hiding from aliens and they've gotten April Showers, possessed her or something, and you've got to tell me where that watch is!"

"Nightengale, you know those are just stories," Time Turner said.

"No, this isn't you, this is 2076 pre-whatever era," she snapped.

"Are you alright?" he asked, beginning to get concerned for his assistant. Gale looked at him, she sighed, "I'm sorry, I really am sorry, but I've got to snap you out of this." With great reluctance, and full awareness of the possible consequences, she slapped Time Turner. He gasped, "What was that for? Gale! Really?" Her shoulders drooped in defeat, "Sorry, I was an idiot to think that'd work. Grr, Ive got try something else, be back later!" She galloped past the two of them, one stunned and one confused, right out the front door of the shop.

Turner looked at Colgate, still holding his cheek, "Why did she do that?"

"I don't know," Colgate replied honestly. Turner looked towards the door, "Oh, I do hope she's really alright."

"The funny thing is, you did have a fob watch," she said. "Don't you remember?"

* * *

><p>Jewel was walking along the road, trying to process what was going on. She didn't notice Nightengale galloping full speed towards her. She glanced up just in time to see her pass, but something was different. She wasn't wearing a black coat like usual, but a slim fitting red jacket and her hair was tied in a pony-tail. Jewel watched in shock, "Gale?" She flashed and everything was back to normal, "Not now Jewel! Busy!"<p>

Jewel pulled out the watch and was about to call out again, but something stopped her. She needed to hold onto the watch, keep it secret, they were still in danger.

* * *

><p>"She's not crazy I don't think, just, confused perhaps?" suggested Colgate as they walked up to the town hall.<p>

"I hope that's all it is," Turner said.

"Spare a bit for veterans of the royal guard?" asked a young stallion by the door. A metal cup rested in his hoof. Turner glanced at Colgate, she nodded eagerly. "Yes of course," he pulled out a few bits and dropped them in the cup. The stallion tipped his hat as they entered the dance. Behind them, Jewel followed shortly behind, she needed to give them the watch soon.

Inside the band had already struck up a song, delicious smells of whatever treats there might be filled the air, the music was mixed with laughter and gentle conversations. Turner, looked to his date, "Miss Minuette, might I have the honor of a dance?"

"Why of course, Mister Turner," she said, taking his hoof. They stepped out onto the dance floor, the particular song was a waltz, so they did their best to fall right in. Colgate smiled at him, "You can dance!"

"I surprise myself," he replied with a smile. At that moment, another stallion happened to step back on her tail.

"Sorry!" the quite embarrassed stallion called to them.

"Not a problem!" Colgate called back, chuckling. The dance went on for quite some time, changing tunes fluidly and keeping most of the ponies on the dance floor. But after about two songs, Colgate was admittedly tired. Turner led her off the dance floor, she took a seat at one of the nearest tables, he went off to get them some cool refreshments. She'd been sitting there for no more than two minutes when another mare sat down across from her. She glanced up, "Oh dear, Nightengale, please not again."

"He's different from any other stallion you've ever met right?" Gale asked.

"...Yes."

"And sometimes, he says these strange things, like ponies and places you've never heard of yeah? she continued. But it's deeper than that. Sometimes, when you look in his eyes, there's something else there. Something hidden, that's darker and bigger than what he seems."

"I don't know what you mean."

"Yes, you do. I don't mean to be rude, but, the awful thing is that it doesn't even matter what you think," Gale said. "I really am sorry, you're really nice, and you're lucky. I just wanted to let you know, I am really sorry for what I'm about to do."

"Gale? What're you doing here?" asked Turner as he trotted over, a pair of glasses balanced precariously in a hoof. He set them down and looked at his assistant curiously. She reached into her dress pocket and pulled out the sonic screwdriver, but only she knew it was that. She let it hover in her magic, Turner could see it clear as day.

"Do you know what this is?" she asked. "Name it, go on, name it."

"Turner, what is that?" asked Colgate. He took the small device, it felt familiar in a way he couldn't describe. He recognized it from his dream, but also from somewhere else.

"You aren't Time Turner," Nightengale said kindly. "You're called the Doctor, the stallion in your journal, he's real. He's you." Behind them, a small colt with a balloon smiled. That's just what he wanted to hear.

The front entry doors flew open, April, Lucky Try, and Copper marched in. "There! Will! Be! Silence!" Copper roared. A squad of scarecrows marched in behind them.

"Mister Copper," said one of the ponies, shocked, "What's going on?"

"I said, silence!" Copper raised and odd looking blaster and vaporized him on the spot. There was a room wide gasp, Gale looked at Turner and snatched the screwdriver back. "Turner, everything I just told you?" she whispered, "Forget it, don't say anything."

"We asked for silence!" shouted Lucky, or as would be more appropriate, Sister. She smiled, "Now then, we have a few questions for Mister Time Turner."

"No, better than that," said the colt, Brother. "The teacher, he's the Doctor. I heard them talking."

"You took equine form," Sister mused.

"Of course I'm equine," Turner protested. "I was born a pony, as were you Lucky, and April, and you too Mister Copper. What's going on? This is insanity!"

"Oh, a equine brain too, simple, thick, too kind," Sister continued.

"But he's no good like this," April- no, Mother said.

"We need a Time-Pony," said Father, once Mister Copper.

"Easily done," said Sister. She raised her gun, aiming it at Turner, "Change back!"

"I don't know what you're talking about."

"Change back!"

"I literally do not know what's going on!" Sister sighed, then motioned with her hoof. Mother, with her own blaster, dashed over and grabbed Gale in an armed headlock. "Get off me!"

"She's your friend isn't she?" asked Mother teasingly. "Doesn't this scare you enough to change back?"

"I don't know what you mean!"

"Wait a minute, the assistant told me about Turner and the Matron, that mare!" Two scarecrows grabbed Colgate, Father aimed his own blaster at her. Time Turner looked between the two of them, his eyes wide with fear and confusion.

"Have you enjoyed it Doctor?" asked Sister, "Being a pony? Has it taught you wonderful things? Are you richer? Wiser? Then let's see you answer this, which one of them do you want us to kill? Maid or matron? Your friend, or your lover? Your choice."

_To be continued in, "Family of Blood"..._

**ME: mwahahaha, let the anguish begin. So? What'd you guys think of the changes I made? I-I hope they're okay...**

**Gale: really though, she'd love feedback from any of you. If you guys want her to stop with all this, next episode will be by the book, no modifications, nothing. RUbbish as it will be.**

**ME: Yeah... Also, ultra special thanks to Twilight Joltik, the author of the free form poem Minuette's Lament which I based this off, and Golden Keyblade for being a sort of beta reader and helping with the "modifications". This is getting long, so, review!**


	11. Episode 10, Family of Blood

Doctor Whooves

_Family of Blood_

**Alright, now some of you have been a** _**bit**_** miffed with this AU thing, GingerTyPerior I'm looking at you. But, the rest of y'all are liking it, and yes, Minuette's Lament is a thing here on . Lucky us, it's even in this archive! Just a poem, a really good poem in my opinion, so don't expect some sort of epic recounting of these episodes in another universe.**

**I mean, don't expect a double AU or something...**

**PS Twilight Joltik is awesome! Go check her out!  
><strong>_"But did they see you?"_

_"They can follow us anywhere. Right across the universe."_

_"We make quite a team."_

_"Don't we just."_

_"Sometimes, I say things, random things and they turn out to be correct."_

_"There was something in the woods, this light!"_

_"I've got to stop being a Time-Pony."_

_"Miss Minuette, would you accompany me to the town dance this evening? As my guest?"_

_"Where's it gone? Where's the watch?"_

_"Now then, we have a few questions for Mister Time Turner."_

_"Then let's see you answer this, which one of them do you want us to kill? Maid or matron? Your friend, or your lover?"_

"Make your decision Mister Turner," asked Mother, pressing the blaster into Nightengale's temple.

"Perhaps if the pony heart breaks," said Sister thoughtfully, "the Time-Pony will emerge." Time Turner looked between Colgate and Gale, utterly and completely confused. He had almost no idea what was going on, and really really hoped it wasn't what he thought it might be.

Behind it all, sitting in a corner, was Jewel. The slightly psychic earth pony who'd found Turner's watch, or rather, the Doctor's watch. She was terrified, staring in shock as the hold up unfolded. Midway through, she'd pulled out the watch, keeping it tight in her hooves to try and calm herself. But as they began threatening Gale and Colgate, a wild idea worked it's way into her mind to help them out. While they taunted Time Turner, she raised the watch a bit higher, and opened it quickly.

Gold light poured out and the Family looked in her direction, all of them sniffing in sync.

"It's him!" snapped Sister, Jewel shut the watch and pocketed it before they realized it was actually her. In the distraction, Gale snatched the gun from Mother's hooves with her magic and grabbed her in a headlock. She aimed the gun at the other Family members, "Alright! One more move and I shoot!"

"Oh, the assistant is full of fire!" Sister continued.

"And you can shut up!" Gale snapped, firing the gun once and purposefully missing them.

"Careful Daughter of Mine," said Father. "This is all for you so that you can live forever."

"Shoot you down," she said, raising her own blaster.

"Try it, we'll die together."

"Would you pull the trigger?" Gale kept her gaze locked, "Hmm, looks too scared."

"Scared and armed is a good combination, you want to risk it?" she replied sarcastically. Slowly, the Family lowered there guns, Gale looked at Turner as Colgate galloped over to him. "Doctor, get everypony out. There's a door at the side, it's over there. Go on! Time Turner I mean you, just go!"

"Do what she said!" Colgate called. The other party goers began rushing to the doors, a few even screaming. "Everypony out now! They're mad, we need to go." She hurried out with them.

"Jewel, get back to the school," Turner said, pushing her out of the corner towards the door.

"And you," called Gale, keeping her eyes locked with Sister's. "Go on!"

"What about you?" asked Turner worriedly.

"Turner, I think you should escort your mare friend to safety," Gale replied, "Don't you?" He nodded and galloped after Colgate, leaving his friend alone with the aliens. She let go of Mother to rejoin her family, but kept the gun gripped in her magic. "Don't try anything, I'm warning you, or your little filly gets it."

"She's almost brave this one," mutters Sister tauntingly.

"I should've taken her form," said Mother, looking at Gale hungrily, "Much more fun. So much spirit."

"What happened to April?" asked Gale, backing away from them nervously. "Is she gone?"

"She is consumed," Mother replied, following. "Her body's mine."

"You mean she's dead."

"Yes," Mother said, "And she went with little fight, the weak thing." Gale screamed as a pair of straw hooves wrapped around her shoulders, she dropped the gun in panic and ran. "Get the gun!" roared Sister. Gale galloped outside, where Turner and Colgate where waiting for her.

"Don't just stand there move!" she shouted, "Celestia you're useless as a pony!" A green laser hit the ground behind them as they ran, the Family was coming outside right behind them, "Run! Ah this is super," said Sister with a grisly smile, "We've been hiding far too long. This is sport!"

"I can smell the clockmaker," said Mother, "He's gone back to the academy."

"And what do we know about _her_?" asked Sister. Mother closed her eyes and her skin glowed green, "This body has traces of memory," she muttered. "Was once her, friend. Nightengale would go walking to the west." The glow vanished, "Husband of Mine, follow the assistant's scent, go to the west, find out what she was hiding."

Father nodded, "Soldiers!" With a small platoon of scarecrows, he set off down the road towards the west, and towards the Tardis. Sister looked at her younger Brother and her Mother, "As for us, Family of Mine, let's go to school."

* * *

><p>The school doors burst open with a bang! as Gale, Colgate, and Time Turner burst through the doors. Turner slammed them shut behind him and grabbed a bell off a nearby table. The ringing echoed through the university, rousing all the students from their beds in the dormitories.<p>

"What're you doing?" asked Gale.

"Maybe one pony can't fight them, but this school teaches us to stand together," Turner replied. "Take arms! Take arms!"

"You can't do that!" she protested.

"You want me to fight don't you?" he countered.

"Sir!" called a voice, Sweet Money was trotting down the stairs, still tying her blouse. "What's the matter?"

"Enemy at the door Money, enemy at the door," Turner said grimly. Sweet's eyes widened in shock, but she nodded resolutely and went to help out.

* * *

><p>"They're sounding the alarms," said Sister curiously as she and her Family trotted into the school courtyard.<p>

"I wouldn't be so pleased Daughter of Mine," chastised Mother. "These bodies are silly and hot. They can damage and die. That's why we need the Time-Pony."

"Indeed, they will have arrows. Perhaps a little caution. Brother of Mine," she looked at the small colt holding his little balloon. "You're such a tiny thing. Find a way in, spy on them." Brother smiled and nodded, before trotting off, a bounce in his step feigning innocence.

* * *

><p>Arrows and crossbows, large and small, were being passed out to every student of both genders and all three races. Turner was watching over the whole thing, assisting those struggling to get the arrows in their place. Gale was following him, still trying to get this to <em>stop<em>.

"You can't do this Doctor!" she cried. "Time Turner! They're barely older than foals, you can't ask them to fight! They don't stand a chance!

"They're cadets Miss Gale," he replied stiffly. "As much as I hate to admit it, they are trained to defend our country and the ponies in it."

"What in Celestia's name is this?!" roared a loud voice. Everypony froze as the Headmaster entered, he looked around the room with a scowl. "Now, before I devise an excellent and endless series of punishments for every single one of you, could somepony explain very simply and immediately what's going on?" Turner cleared his throat, "Um, Headmaster, I have to report the school is under attack."

"Really?" asked Headmaster Red Castle, "Is that so? Perhaps you and I should have a word in private."

"No, I promise," he insisted. "I was in the village with Matron, it's Lucky sir. Lucky Try and Mister Copper, they've gone mad sir. They've got guns and have already murdered ponies in the village. I saw it happen, I swear!" He looked towards Colgate, "Matron is this true?"

"I'm afraid so sir," she replied cautiously.

"Murder on our own soil?"

"I saw it yes."

"Perhaps you've done well Turner. But what makes you think they're coming here?" Turner was silent, he didn't know quite how to explain their situation without making himself seem like the cause of it all. Colgate spoke up again, "Lucky threatened Turner, said she'd follow him, we don't know why."

"Very well," Castle said, making up his mind. "You colts, remain on guard. Mister Shell, telephone for the royal guard. Miss Bookmark, with me, we will investigate this." But as the two teachers started to leave, Gale stepped in their way.

"You can't go out there, it's not safe," she warned them.

"Mister Turner, it appears that your assistant is trying to give me advice," the Headmaster said, pushing past her. "Kindly keep her in check please." Gale watched them go, "I've got to find that watch." She turned and galloped out of the room, Colgate followed her worriedly. They passed by Jewel, huddled under and behind the coats in a closet, the watch clutched in her hooves.

"_Hold me,_" it whispered. _"Keep me safe, keep me dark, keep me closed. THe time is not right yet. Not while the family is abroad._"

* * *

><p>Red Castle and the teacher trotted out into the courtyard, Sister and Mother were waiting for them, three scarecrows stood in a line behind."So, Lucky, and one of the staff. There's always another pony <em>involved<em>. Am I to assume that this is some sort of practical joke that's gotten out of hoof?"

"Headmaster sir," Sister said swiftly, "Good evening sir! Come to give me a caning sir? Would you like that sir?" Each word snapped like an arrow, but Castle didn't flinch.

"Keep a civil tongue mare," he said cooly.

"Come on Headmaster," the teacher said, "I suspect a good dose of cider played part in this. Let's all just, calm down. Who are these friends of yours Lucky, in fancy dress?" Sister looked at the scarecrows, "Do you like them Miss Mark? I made them myself, I'm ever so good at science. Look!" She grabbed the nearest scarecrow's hoof and tore it off, nothing but straw hung out. "Molecular fringe in the shape of straw stallions! My own private army, _sir._"

"Lucky, step away from these ponies and come back to the school with me," said the head master.

"No sir," she snapped, "You, sir, will send us Mister Time Turner. That's all we want sir, Mister Time Turner and whatever he's done with the Time-Pony version of himself. Then we'lll be very happy to leave you alone."

"You speak with somepony else's voice Lucky, who is it?"

"We, are the Family of Blood."

"Time Turner had said there had been deaths."

"Yes sir, and they were good sir."

"Well, I warn you, this school is armed."

"All your little tin soldiers. But tell me sir, will they thank you?" The Headmaster looked at his fellow teacher in confusion, "I don't understand."

"What do you know of history sir?" Sister asked curiously. "What do you know of next year?"

"You're not making sense Lucky."

"683 sir. Because my Family has traveled far and wide searching for Mister Turner," she continued, "And oh the things we have seen. War is coming, in foreign fields, war between kingdoms like Equestria has never, ever seen. Slaughter, with all your foals falling down in the mud. Do you think they will thank the stallion who taught them it was glorious?"

"Don't you forget, I've served in the royal guard," Castle snapped. "I fought off changelings hoof to hoof when I ran out of arrows. And I would go back there, right now, to serve the Princesses and protect my home." Sister yawned in boredom, "Etcetera etcetera."

Without even a moment's hesitation, she raised her blaster and vaporized Miss Mark. Red Castle was stunned and staggered back in shock. Sister turned her blaster on him, "Run along headmaster! Run back to school and send us Time Turner!" she cried. He turned and galloped towards the safety of the university. Behind him both members of The Family cackled with laughter, not a care for the deaths, sure they'd get what they wanted.

He burst into the room again, the students looked at him anxiously, Time Turner was still at the window, shock frozen. Slowly he looked back at the Headmaster, "Miss Bookmark has been, murdered. Mister Turner, can you tell me why?"

"Honestly sir, I've got no idea," he replied honestly. "And, the telephone line's been disconnected, we're on our own."

"If we have to fight, then we shall give it our all," Castle said sternly. "Money. we'll build a barricade within the courtyard. Fortify the entrances, build our defenses. Ponies, to protect our families and friends, we shall stand against them." Everypony sprang back into action, Sweet Money did as she was told and began ordering ponies to help build the barricade. She led a small group of them out to the courtyard, and spotted Jewel hiding under the coats.

"You little coward!" she snapped, reaching under and grabbing Jewel, dragging her out, "You'll stand and fight like the rest of us."

* * *

><p>Sister watched from the front gates as ponies rushed about inside the school. She smiled bemusedly, "They have an army. But so do we. Soldiers? SOLDIERS!" At her cry, scarecrows all over the fields surrounding the small town awoke, lifting their heads to answer their master. They climbed off the wooden posts and began to walk towards the university. A huge crowd of them gathered behind Mother and Sister, ready to charge the school head on. Mother smiled at her daughter, "War comes to Equestria, a year in advance."<p>

"_Family of mine, wait!_" Brother cried, contacting them through the shared psychic link they had. A green glow lit up around both Sister and Mother as they listened. "_Hold the soldiers back. The Time-Pony is playing some sort of trick._"

"_Discover him_,_ Brother of Mine,_" answered Sister.

* * *

><p>Nightengale flung open another drawer in Turner's desk and began searching frantically through the stashed school papers. They were in his classroom at the university, already she'd gone through the bookshelves in search of the watch and was now looking through his desk. Colgate watched uneasily from the doorway, the Journal of Impossible Things in her magic.<p>

"I know it sounds mad," she was saying, "But when the Doctor became a pony, he took the alien part of himself and stored it inside the watch. It's not really a watch, it just looks like a watch."

"And, alien means, not from abroad, right?" asked Colgate.

"The stallion you call Time Turner was born on another world," Gale insisted, looking up at her.

"A different species?"

"Yeah."

"Then, in this fairytale, where do you fit in Nightengale?"

"Just a friend," she answered, going back to searching. "I'm not, I mean, you haven't got a rival, as much as I might. Just his friend..."

"And uh, you're equine right?"

"Equine, don't worry. And more than that, I don't just follow him around. I'm training to be a doctor. Not like, an alien doctor but a real proper one."

"Well, that certainly explains your cutie mark," Colgate said. Gale chuckled a little, "Yeah, ponies were always curious about that. Do you believe me?" She looked torn, and shook her head, "I've got to go."

"If we find the watch we can stop them!"

"Those foals are going to fight, I may not be a doctor, but I still can be their nurse." She turned and started to leave, but glanced back once more. "Good luck."

"You too." Colgate galloped downstairs and quickly changed form her evening gown to nurse's uniform. She kept The Journal in her pocket, just so she didn't lose it. As she began setting up a first aid station, Time Turner trotted over to her.

"Colgate, it isn't safe," he said worriedly.

"I'm doing my duty, just as much as you are," she replied. "Fine evening we've had yeah?"

"Not quite as planned."

"Tell me about Trottingham." Turner looked at her in confusion, "Sorry?"

"That's where you grew up, tell me about it."

"Well, the city sits just next to a river, same one that flows just west of Hoofdon. It's not a large city, but not a small one either."

"You sound like an encyclopedia," Colgate remarked. "Where did you live?"

"River Road, adjacent to Magma Terrace-"

"But just more facts Turner. When you were a foal, where did you play?" He looked confused, as if he couldn't find the memories. "all those secret little places, the dens and hideaways only a foal knows. Time Turner, please tell me you remember them."

"How can you think I'm not real?" Turner asked, a terrified edge to his voice. "When we, you know, was that fake?"

"No, it wasn't."

"This Doctor, he's, he's a hero I know but, do I really have to be that? Is being me not enough?"

"No! That's not true." He sighed, "I've got to go help." He turned and started to head outside towards the battleground. "Nightengale was right about one thing, those ponies, they're foals! Time Turner wouldn't want them to fight, never mind the Doctor. The Time TUrner I was getting to know, he knows this is wrong, doesn't he?"

"Time Turner! Hurry up! called the Headmaster. Turner looked at her helplessly, "What choice do I have?" Colgate sighed, he leaned forward and gave her one more kiss, then turned to go help.

* * *

><p>"Get those bags up Jewel, going to mean the difference of life or death for us," snapped the stallion Jewel was helping. She looked at him curiously, "Not for you and me."<p>

"What are you talking about?" he snapped.

"We're going to battle together," she continued, the sound of thundering clouds booming in her mind. "We fight alongside, I've seen it. Not here, not now."

"What's that supposed to mean?"

"It means you and I survive this," she said. "And maybe, maybe I was given this watch," she pulled it out of her pocket, "so I could help. Sorry." Jewel got to her hooves and galloped off full speed.

"Jewel you filthy coward!"

"Yes! Every time!" She charged through the doors and raced upstairs. She hid under the stairs, hoping the shadows concealed her well enough. With the watch in her hooves, her mind raced to come up with a plan. "What do I do. C'mon, what do I do? Think!"

"_Beware!_" hissed the watch suddenly.

"Beware what?" Jewel asked, frightened.

"_Him!"_ She looked up, sure enough a young colt was standing in the hall. But what frightened her was the familiarity of him and his balloon. She shot to her hooves, stashing the watch back in her pocket. "K-keep away," she warned.

"Who are you?" asked the colt, tilting his head to the side mechanically.

"I saw you at the dance," Jewel answered, "You were with that Family. You're one of them."

"What are you hiding?" asked Brother curiously.

"Nothing."

"What have you got there?"

"Nothing."

"Show me little filly." Jewel looked at Brother, her heart racing, when another idea came to mind. "I reckon, whatever you are, you're still in the shape of a colt. How strong is he, do you think? Does he really want to see this?" She pulled out the watch and opened it, beaming the gold light right at Brother. Memories of fire, pain, and loss. The colt's eyes widened and he turn and galloped away in fright.

Outside, Mother and Sister looked towards the university with newfound intensity.

"Time-Pony," hissed Sister.

"Inside the device," added Mother.

"Everything he is, concealed in the hooves of a school foal," Sister said. "But now we know, that's all we need to find. The mare and the watch. What are we waiting for?" She raised a hoof, "Attack!" The scarecrow drones charged forward towards the gate. They hammered on the front gate, a large wooden beam barricading it on the inside. Though it was strong, it was only a matter of time until it broke. Almost every student was waiting on the other side behind stacks of sandbags, equipped with crossbows. Even Time Turner had

"Stand to!" cried the headmaster as the scarecrows began their attack on the main gate. The pounding only got louder, "At post!" Everypony raised their crossbows towards the gate. Most of the foals were terrified out of their minds, some of them were attempting not to cry.

"Enemy ap-proaching sir," stammered one of them.

"Steady," the headmaster replied. "Find the biting point." The wooden beam began to break, it snapped in half and the doors were flung open. "FIRE!" Arrows began whistling through the air, landing solidly in the scarecrows which obediently collapsed. Turner kept trying to fire, at least once, but something held him back. A quiet, almost nonexistent voice in the back of his mind insisting that he not fire. But at the same time, he didn't lower the crossbow until every scarecrow was down on the ground, supposedly dead.

"Cease fire!" called headmaster Castle. The students looked terrified at their handy work, but as Castle stepped over their defenses and began to inspect the bodies, they'd find reasons for relief. "Straw!" he called, "They're made of straw! Like she said..."

"There's no pony dead sir?" called a colt. "We killed nopony?" There was the sound of hooves crunching on gravel, Castle raced back to the defenses, "Stand to!" A menacing shadow appeared, but it only belonged to a young colt. Brother trotted into the courtyard, looking as innocent as anything.

"You! Colt, come this way!" called the Headmaster, hopping over the defenses once again and walking towards him. "Come into the school, you don't know who's out there. You're the Fern's son right? Come here please." Brother didn't move.

"Mister Castle!" called a voice. Nightengale had galloped out of the school building, Colgate was with her. "Please don't go near him!"

"You were told to-"

"Just listen! He's part of it!" Gale insisted. "Matron tell him!" Colgate looked surprised, but she did as she was requested.

"I think that, he was with them, a-at the dance," she stammered. "I think you should stay back headmaster."

"Turner? Is this true?"

"He was, she was with Lucky, I saw him," Time Turner said, still shaking from the invasion. Castle scoffed, "I'm sorry, but I will not let this colt be in the way of danger. I've seen many strange things this night, but I cannot abide by this." He looked back at Brother, "Now, come with me."

"You're funny," Brother remarked.

"That's right, now take my hoof."

"So funny," he pulled out a small foal-sized blaster and vaporized the headmaster without any hesitation whatsoever. The students, and their teachers, all gasped in utter shock and disgust.

"No who's going to shoot me?" called Brother, "Any of you? Really?" There was silence in the courtyard.

"Put down your bows," ordered Turner sharply.

"But sir, the headmaster-"

"I won't let this happen, not anymore," was his reply. "You will retreat in an orderly fashion back through the school. Sweet Money, lead the way."

"But-"

"I said, lead the way!"

"Go on then!" cried a new voice as Sister strolled onto the battle field. "RUN!" SHe fired her own blaster into the air, the students jumped to their hooves and ran, the few pegasi taking to the air and zipping out of there. Gale grabbed Turner's hoof, "Come on!"

"Reanimate!" The trio raced out of the battle field as the scarecrows began to struggle to their stuffed hooves, arrows still lodged in their torsos and heads. It looked like a scene from a bad zombie film, but those still don't exist in Equestria.

"Let's go!" caleld Turner, leading the students out the back door. "Quick as you can come on!"

"Don't go to the village, it's not safe!" Gale shouted.

"Gale, you and Colgate go too."

"Not till we've gotten the foals out," replied Colgate.

"Now I insist, the pair of you need to go," Turner insisted, going back to the door. "If there are anymore foals inside I'll find them." He threw open the door, to find a bunch of scarecrows waiting just on the other side. He paled and slammed the door shut, locking it for good measure. "On second thought, we should retreat. NOW!"

* * *

><p>Soon after most of the foals had fled, a group of scarecrows came searching through the school. They rounded up everypony that was left, separating the mares from the stallions to their masters orders. Mother, Sister, and Brother began to inspect the group of mares, putting each one in front of Brother so he could tell them which one had the watch.<p>

"Is it this one?" Sister would ask.

"No," her Brother would reply stiffly.

"This one?"

"No."

"Hey! Let go of me!"

"Ah, it must be this one." Brother sniffed, "No." Sister groaned, "Right, then we can kill this lot." Suddenly, a new scent hit them like a bat, the Time-Pony was upstairs. Or, we know, it was actually Jewel, opening the watch once more to save her fellow students. She could hear the Family racing upstairs and flung open a window. Just as Lucky had used it once to get down, so did she. Mother and Sister raced into the room, blasters ready, and found nothing.

But while they were upstairs, the foals they were holding hostage fought off the scarecrows and made a break for it.

* * *

><p>Time Turner skid to a stop, ducking beneath the brush and looking towards the school. Gale was already there, watching as a group of scarecrows set down the Tardis. There was a small gasp from Colgate and Turner looked petrified. Father trotted forward, "Doctor! Dooctoor!" he called in a sing song tone. "Come back Doctor! Come home and claim your prize!"<p>

"Come out come out wherever you are," chimed Sister, joining her Father. "There's a good colt, come home to Family!"

"Time to end this!" shouted Mother and little Brother. Gale looked over at Turner, "You recognize it don't you?

"I've never seen it before in my life," he replied stiffly.

"Do you remember it's name?" she continued. Turner didn't reply, he was still staring at the Tardis, as if torn how to answer. Colgate sighed and began to speak, "I'm sorry, Time, but you wrote about it. The blue box. You dreamt of a blue box."

"I'm not, I," he stammered. "I'm Time Turner! That's all I want to be, Time Turner, with his life, his clock shop, his best friend, and his love. Why can't I stay Time Turner? Isn't he a good stallion?"

"Yes, he is," Colgate insisted.

"Then why can't I stay?"

"We need the Doctor," Gale said.

"What am I then? I'm nothing, just a story." Turner got to his hooves and turner away from them. Gale started to speak again when he took off running. She sighed, Colgate put a hoof on her shoulder. They galloped after him down the road, this was not going in any way to plan. When they'd finally caught up to Turner, he'd slowed to a trot, and looked absolutely miserable. He was staring at his hooves as they walked, ignoring when either mare tried to get his attention. After a while walking, Colgate thought of somewhere safe they could hide. Lucky for them it was just off the road.

"This way," She said, pointing to an off shoot on the path. "I think I know somewhere we can hide."

"Shouldn't we keep going?" asked Turner. "We can hide at the clock shop."

"That's the first place they'd look," Colgate replied. "If I'm right, this'll be safe. Follow me." She took off down the path, Gale followed swiftly after her, Turner brought up the rear. They ran down the path, a well trodden dirt road that led to a nice sized home on top of a hill. Colgate stopped running, "Oh, here we are. It should be empty, been a long time since I've run that far."  
>"But who lives here?" asked Gale curiously.<p>

"If I'm right, no pony," she replied. She went up to the door and knocked, no answer. Cautiously, she opened the door with her magic and looked inside. "Hello?" No response. It was dark, the table was set for tea even though it was night. No fire was lit, it looked abandoned. Colgate looked back at her friends, "We should be safe here," and walked inside. Gale looked in after her, "Whose house is this?"

"Um, the Fern's," Colgate said as Turner came in. "That little colt at the school, he's Green Fern, or he's taken Green Fern's form. If he came home this afternoon, and if his parents tried to stop their little colt, then they were vanished." She grabbed the teapot with her magic and levitated it into her hooves, "Stone cold. How easily I've accepted these ideas."

"I must go to them before anypony else gets killed," Turner said in a matter-of-fact tone of voice.

"You can't," Colgate protested. "Nightengale, there's got to be something we can do."

"Not without the watch," she replied somberly.

"You're the Doctor's companion can't you do something?" Time Turner snapped. "Can't you help? What exactly do you do for him? Why does he need you?"

"Because he's lonely," she replied. "And he needs somepony to stop him sometimes."

"And that's what you want me to become?"

_Knock knock._ Everypony froze, the quiet knocking had been crystal clear. "What if that's them?" asked Colgate.

"I'm no expert," said Gale quietly, "But I don't think scarecrows knock." Slowly, she opened the door. Outside, Jewel was standing on the door step, out of breath, with something wrapped tightly in her hoof. "I brought you this." She held out the watch, Gale's eyes widened in shock. She levitated the watch out of her hoof and looked at it, maybe they could finally do this. She turned and went back inside, Jewel timidly followed her in.

She held out the watch to Turner, "Hold it."

"No," he replied, scared.

"Please, just hold it."

"It told me to find you," Jewel pipped, "it wants to be held."

"You've had the watch the whole time," Colgate said, "Why didn't you return it sooner?"

"Because it was waiting," she replied. "And, because I was so scared, of the Doctor."

"Why?"

"I've seen him," she said. "He's like fire, and ice, and rage. He's like the night and the storm in the heart of the sun."

"Stop," Turner snapped.

"He's ancient and forever, he burns at the center of time and he can see the turn of the universe."

"I said stop it!"

"And, he's wonderful," she said, smiling a little. Colgate picked up the journal, "I've still got this, the journal."

"Those are just stories," he protested.

"Now we know that's not true though, perhaps there's something in here," she said, opening the book. Suddenly, the ground shook fiercely, some bright light shone in the windows. They rushed over and looked outside. It looked like an apocalypse had begun, massive fireballs were falling from the sky, crashing down onto the village not far away.

"They're destroying the village," Colgate gasped. Turner looked at Gale, he grabbed the watch from her magic, "The watch!"

"Time don't!" He froze, staring at the device. Jewel looked at him, "Can you hear it?"

"I-I think he's asleep," Turner said. "Waiting to awaken."

"Why did he speak to me?" asked Jewel.

"Oh, low level telepathic ability, you were born with it because of where you grew up, theres a rif there that-" Turner stopped, he looked up at Gale in shock. "Is that what he talks like?"

"That's him," she said. "All you have to do is open the watch and he's back."

"You knew this all along," he said. "And yet you watched while Colgate and I..."

"I didn't know how to stop you," Gale replied honestly. "He gave me a list of things to watch out for, but that wasn't one of them."

"Falling in love? It didn't even occur to him?"

"No."

"Then what sort of stallion is that?" Gale grit her teeth, that was the last straw. She'd tried to be calm, but that was it.

"What sort of stallion is that?!" she snapped. "That sort of stallion has had his heart broken, that sort of stallion lost the love of his life. I see it every time he looks at me. You have no right to be talking about him like that, not after all he's done for Equestria and beyond, not after all he's sacrificed to help you."

"And now you expect me to die?" Turner replied harshly.

"It was always going to end! The Family has a short lifespan that's why they needed him. Otherwise, three months hiding and we'd be home free. I'm sorry that things didn't work out like they were supposed to, but it was either this or dooming the universe to war with the Family that can almost live forever."

"So you're job is to execute me?"

"Ponies are dying out there Turner. They need him and so do I. You're my friend but you've got no idea how much he means to me. I haven't known him for long but he is everything to me. And even though he doesn't give me a sideways glance, I love him to pieces. And I hope to Celestia he doesn't remember me saying this. But are you really going to let them kill everypony?"

Another explosion rocked the house, "It's getting closer," warned Jewel.

"I could just give them the watch," Turner said, his voice frantic. "I can give them this and they can leave, I'll still be me!"

"You can't do that!" cried Gale.

"If they want the Doctor they can have him!"  
>"He'll never let you do it."<p>

"If they get what they want it'll all be over for use."

"And for the rest of the universe," Colgate said, holding up the journal. "I, never read to the end, but Gale isn't joking Turner. You give them the Doctor and they will live forever, to breed and conquer, war across the stars for every foal." He looked torn, frightened, and betrayed. Colgate sighed, "Nightengale, Jewel, would you leave us alone please?" Gale nodded and took Jewel's hoof, together they went outside.

Colgate hugged Turner, and he completely lost it. In the wake of everything, I would've cried too. She held him for a long time, letting him cry until he was out of tears. They sat together, as the meteors crashed outside.

"If I could do this instead of you," Colgate murmured, "I would. I had hoped, but my hopes aren't important."

"He won't love you," Turner replied.

"If he's not you, I don't want him too," she said softly. "I had one stallion I loved, my brother, and he died. I never thought, ever again. And then here you are."

"And it was real," Time Turner said. "I wasn't though, I really thought."

"Let me see," she took the watch and gave it a look. No voice spoke to her, "Blasted thing. Blasted blasted thing. Can't even hear it, it says nothing to me." Turner wrapped his hooves around hers and the watch. He looked into her eyes, and something happened.

Images flashes through his mind, of a wedding. Of him holding a young foal for the first time. Birthday parties and family trips to the library. A whole life that he could've had, flashing by in the space of seconds. Colgate saw it to, a life she'd remember even when her love was long gone.

"Did you see?" he asked, smiling a little.

"The Time-Pony has such great adventures," she replied, "But he could never have a life like that."

"And yet I could," Turner muttered.

"What are you going to do?" asked Colgate.

* * *

><p>"We'll blast them into dust!" cried Sister, flipping switches and turning valves. "Then fuse that dust into glass before shattering them all over again!" There was a hissing sound, the Family froze and looked towards the door. Time Turner stood in the opening, shaking like a leaf. He opened his mouth to say something, a large blast outside caused the ship to shake and sent him toppling into a control panel. Buttons light up bright as he pressed them accidentally. He stood up and looked a them, "Just, stop the bombardment. That's all I'm asking, I'll do anything you want, just stop!"<p>

"Say please," teased Sister.

"Please," he begged. Mother closed one of the valves. "Wait Daughter," she sniffed, "Still Equine."

"Now, I can't, can't pretend to understand," Turner stammered, slowly walking towards them, "Not for a second. But I want you to know I'm innocent in this, he _made_ me Time Turner, not like I had any control over it!" He ran into another control panel, more buttons lit up as he did.

"He didn't just make himself Equine," remarked Father, "He made himself a fool."

"Same thing isn't it?" remarked Brother.

"I don't care, about the Doctor and your Family, i just want you to go!" Turner cried. "So I've made my choice, you can have him, just take it!" He held out a hoof, the watch rested there. Sister smiled grimly and took it, "At last." But as she looked at it, Turner tried to sneak away. Her other hoof shot out and grabbed his coat, "Don't think that saved your life." She shoved him away, flinging him into another control panel.

The Family clustered together, looking at the watch hungrily. "Family of Mine, now we shall have all the lives of a Time-Pony!" Sister snapped open the watch, they inhaled deeply and, nothing. Nothing happened.

"It's empty!" cried Mother.

"Wh-where's it gone?" stammered Turner.

"You tell me!" snapped Sister, hurling the watch at him. Without even looking, he reached up and caught it.  
>"Oh, I think the explanation might be that you've been fooled by a simple olfactory misdirection," he said with a newfound confidence. "A little bit like ventriloquism of the nose, an elementary trick in some parts of the galaxy." He stood up, pulling a pair of black specs as he did. "But it has got to be said, I don't like the looks of that hydroconometer. It seems to be indicating that you've got energy feedback all the way through the retrosabilizers feeding back into the primary heat converters." He tapped it with a hoof and smirked at them, "Because if there's one thing you should'nt have done, it was let me push all those buttons. But, in fairness, I'll give you one piece of advice."<p>

The Doctor smiled, "Run!" He turned and galloped out of the ship as bright red lights and an angry sounding claxxon began sounding.

"Get out get out!" cried Sister. The Family raced after the Doctor as sparks began to fly inside the ship. He was already halfway across the field when they jumped out of the ship. They were barely far enough away when the ship exploded in a massive fireball, sending them toppling to the ground. A large smoke cloud rose into the sky as the fire burned. The Doctor walked back over to them as the Family struggled to their hooves. And Sister, who remembered the event the best, would later recall:

"_He never raised his voice. That was the worst thing, the fury of the Time-Pony. And then we discovered why, why this Doctor, who had fought with gods and demons, had hidden from us. He was being kind._

_He wrapped my father in unbreakable chains, forged in the heart of a dwarf star._

_He tricked my mother into the event horizon of a collapsing galaxy to be imprisoned there for all eternity._

_He still visits my brother once a year. Every year. I wonder if one day he may forgive the youngest of our Family. But, alas, still he waits behind the glass of a mirror. One hidden deep within the vaults in Canterlot, never to be found again._

_As for me, I was suspended in time. And the Doctor put me to work watching the fields of Hoofdon as their protector. Still, this scarecrow mask is not quite comfortable._

_We wanted to live forever._

_So the Doctor made sure we did._"

* * *

><p>The next morning, Colgate found herself back at the Fern's house. She didn't know exactly why she'd come back, perhaps it was just to see where she had spent her last moments with Time Turner. She looked out the window towards the university, she could see ponies walking towards it, probably to pick up their children. She glanced back towards the door as somepony came into the room.<p>

"Is it done?" she asked timidly.

"It's done," the Doctor replied.

"The royal guard is at the school," she said solemnly, "parents have come to pick their children up. I should be there. They'll have so many questions, I don't even know how to start." She turned around and got a good look at the stallion Time Turner had become, same eyes, same smile, but at the same time, so different. And she didn't mean that by the change of clothes into a suit and long coat. "Well, you look the same. I- excuse me, forgive me. It's difficult to look at you, Doctor. Yeah, I've got to call you Doctor. So, where is he now? Time Turner?"

"He's in here somewhere," the Doctor replied.

"Like a story," she muttered, putting a hoof on The Journal. "Could you change back?"

"Yes."

"Would you?"

"No."

"I see... Well then, he was braver than you in the end," Colgate said, "that ordinary stallion. You chose to change, he chose to die." There was a moment of silence, she was about to turn around when the Doctor spoke again. "Come with me."

"I'm sorry?"

"Travel with me."

"As what?"

"My companion."

"But that's not fair," she replied. "What must I look like to you Doctor? I must seem so very small."

"No," he said. "We could, try again. Everything that Time Turner was, I could be too."

"I can't."

"Please, come with me."

"I, can't."

"Why not?"

"Time Turner is dead and you look like him," she said stiffly.

"But he's here, just-"

"No. Doctor, answer me this. If you had never come here, chosen this place on a whim, would anypony have died?" He didn't reply, but it looked like she'd hit a sore spot. She turned away and looked out the window, "You should go now." He didn't say anything, but turned and left. Colgate picked up the Journal in her magic and pressed it to her chest, she missed Time Turner, badly. But she couldn't say anything.

* * *

><p>Nightengale leaned against the Tardis, back in her regular 1003 era jacket, but still shivering in the cold rain. She looked down the hill, watching as the Doctor trudged towards her.<p>

"Right then," he said, "molto bene."

"How was she?" asked Gale.

"Time we moved on," he replied.

"If you want, I could go and-"

"Time we moved on." She nodded, biting her lip nervously. "Uh, I meant to say, last night, I wasn't thinking when I said that stuff."

"Oh yeah of course."

"I mean, I wasn't really saying things."

"Oh no no."

"Good."

"Fine."

"So, here we are then."

"There we are," the Doctor said awkwardly. "And I never told you, thanks for looking out for me." Gale broke into a smile and ran forward, catching him in a big hug. Just as they'd let go, a timid voice pipped up, "Doctor? Gale?"

"Jewel!" the Doctor cried.

"I just wanted to say good bye," she said. "And, thank you. Because, I've seen what's coming and I know what's got to be done. It's coming isn't it? The biggest war ever."

"You don't have to fight," Gale said.

"Don't plan to, but I've still got to help don't I?"

"You could get hurt," she added.

"So could you, traveling with him," Jewel replied. "But it's not going to stop you."

"Ah Jewel," pipped the Doctor. "I would be honored if you'd take this." He held out the watch, Jewel took it cautiously. "I can't hear anything."

"It's just a watch now," he explained. "But keep it with you, for good luck."

"Look after yourself," Gale added, giving Jewel a quick hug. As they went back into the Tardis, the Doctor looked back at Jewel, "You'll like this bit." Before going in. Jewel stepped back, the wind whipped her mane back and forth as the box began to fade. She smiled, almost laughing as the Tardis left.

But her story isn't over yet.

The very next month, a griffin tyrant would would warn Celestia that her ponies were not welcome in the Griffin Kingdom. She herself would go to try and negotiate, but the tyrant would take this as an act of defiance in attempt to shame them. Mere days later war would be declared. This would lead to two old friends walking through Prance on a very bad day, one carrying the other through stormy city, with lightning striking down all around them.

She would pull out the watch and look at the time, "On minute past the hour. It;s now. This is the time, our time." The sky would flash bright, lightning would strike closer to them every second, but Jewel didn't plan on dying that day. She would take off down the road, pulling the cart with her wounded friend in it down the road, lightning striking down just behind them. Her friend groans in pain, "We're getting out of this one chap. Come on!" she would cry. "Thanks Doctor! I guess we're even now!"

_To be continued in, "Blink"..._

**Me: Okay, first off, I know I'm late. Summer = slacking. next week? Not the case in any sense, why? I love love love Blink. **

**Also, working on a collab with Twilight Joltik, who wrote Minuette's Lament on a SSB MLP crossover. Don't know whens it's coming out though. And working on a Fandomstuck story, not sure how it's going to come out thus far, working on it and it seems cool. Let me know if any of you want a teaser!**

**Wholock, out!**


	12. Episode 11, Blink

Doctor Whooves

_Blink_

**Hell yeah here we go. This is one of my all time favorites.**

**And guess what? We've got a few guest stars in this one. You know 'em, you fan art 'em, iiiiiiit'ssss Lyra and BonBon! And their pal Berry Punch showing up for the party.**

**Let's get this show on the road!**

BonBon pulled her jacket tighter around her, the rain making her pink and blue swirled mane fall into her eyes. Her cream colored hooves were muddy but she didn't mind, she was heading to one of her favorite photo spots. A camera was tucked under her jacket as she looked through the hedge for a break where she'd sneak in. The front gate was always locked so this was the only way through that she'd found thus far for an earth pony or unicorn. She found the opening and squeezed under the brush, it scratched her a bit but would be worth it.

On the other side of the hedge, hidden behind a few trees, sat a mansion ponies had forgotten about in Ponyville. But then again, not many chose to venture this direction into the Everfree forest. BonBon galloped towards the building, gladly taking shelter inside from the storm. Inside was cool, the air smelled damp and musty, like an old book. She opened the top button of her coat and the camera popped out, sitting on a pair of metal arms.

_Flash!_ She took a picture of the foyer, making sure to get shots of every piece of interesting furniture. The cracks on the walls and how they formed into shapes. The stair banister, with it's smooth oak wood. The cracked mirror and how it twisted her reflection. There was one room off the front entrance though, with a wide wraparound window and a chandelier on the floor, that couldn't be photographed enough.

BonBon had just snapped a pic of the chandelier before something out the window caught her eye.

A statue, standing not far from the porch outside, of a pegasus. A pegasus in a gown covering her eyes with her hooves, wings spread out on either side. She looked at it, in all the times she'd come here, how had she never noticed the statue? It couldn't have been new could it? She shook it off and went back into the room. One more picture, of the fireplace, and she noticed something else.

Tucked underneath the wallpaper was a letter, not like a note or valentine letter, but a black painted letter B. BonBon looked at it queerly, before reaching up and grabbing the wallpaper and peeling it back. It tore away to perfectly reveal a word, **BEWARE.** She dropped the wallpaper and stared at it. Another flap had come loose when the top part peeled away, she tore that off revealing another part of the message.

**BEWARE THE WEEPING PEGASI**.

BonBon glanced back at the statue outside, it hadn't moved, what had she to fear of a statue? More of the wallpaper was flaking away, and as she pulled it off, her uneasiness grew.

**OH, AND DUCK. NO, REALLY, DUCK.**

**BONBON, DUCK NOW!**

She stared at the message, confused. But something in her gut told her to listen to it, so she ducked down. Just as she did, a large rock flew through the window and smacked into the wall right where she was standing. She looked back out the window, searching for somepony who'd do something like that. Another letter was slightly visible under the wallpaper.

**LOVE FROM, THE DOCTOR**

**(989)**

She was going to need some help with this.

**Don't blink.**

BonBon pushed open the apartment door and walked inside the room. It was a small housde, belonging to her friend Berry Punch and her roommate, who she hadn't met. A voice was drifting out of another room, _"Yet, they're coming. They're coming for you, but listen, your life could depend on this. Don't blink. Don't even blink."_ BonBon looked into the living room, a bunch of televisions had been set up, taking up most of the space. Each one had a VCR hooked up and on the screens were frozen pictures of a stallion, two of them had a unicorn mare on screen as well.

BonBon was no expert on tapes and TV's, but still she was curious why somepony would be watching the same thing on six TV's. She shrugged and turned towards the kitchen, "Berry?" No answer. Figured, it was about one in the morning. She picked up the home phone and began dialing, elsewhere in the house, another phone began ringing. She heard it pick up and a sleepy, and slightly drunk voice answered.

"_Hello?_"

"Bit freaked, need to talk, making you a coffee," BonBon replied, going around the kitchen getting supplies.

"_BonBon, it's one in the morning! Do you really think I'm crossing town at one in the morning?_" asked Berry Punch irritably.

"I'm in the kitchen," she said. "What's with all the screens in your living room?" Berry gasped on the other end, "_Oh no, oh no! Bon, you've met my rommate Lyra haven't you?"_

"Um, no."

"_You're about to!_" There was a sound near the living room, BonBon looked back over, curious. A mint green unicorn mare with a with a white striped mane was sleepily shuffling towards the living room. She accidentally walked face first into the wall, BonBon chuckled a little. The mare, Lyra, shook it off and looked over at BonBon. "Oh, hullo, uh, did you just see that?" BonBon nodded, "Yeah."

"Oh, okay." Lyra walked into the other room, Berry groaned from the other end. "_I'll be there in a minute._" There was the sounds of footsteps as Berry Punch shuffled into the kitchen. She had a dark red-purple mane and a coat of a lighter shade, her cutie mark was two bunches of grapes and an apple. She leaned against the doorway, "Sorry, my useless roommate." Then she saw the look on BonBon's face, Berry trotted over, concerned. "BonBon, what's wrong? What happened?"

* * *

><p>As soon as it was light, they both hurried to the old house. As they were climbing through the bushes, Berry was gushing with excitement. "C'mon! Let's investigate! You and me, detectives, I love it! Hey, Bon and Berry, that so works!"<p>

"Seems a bit like a radio show," BonBon remarked, dusting herself off.

"I know!" They trotted towards the building, unaware they were being watched. Once inside, Berry Punch got a good look at the place. "Why did you come here?"

"I love old things," BonBon replied. "They make me feel sad."

"What's good about sad?"

"It's happy for deep ponies," she said as they walked into the strange room. Berry flicked a hoof at the chandelier, making the crystals jungle. BonBon reread the message on the wall, the black paint wasn't faded but looked like it had been there a while. She heard her friend go out onto the balcony, then turned and followed. She was looking at the pegasus statue.

"The Weeping Pegasus," she said quietly.

"Not bad, I'd like that in my garden," Berry added. BonBon did a double take, "It's moved."

"It's what?"

"Since yesterday, I'm sure of it. It's closer, it's gotten closer to the house."

"You're seeing things," Berry said, going back inside. BonBon shivered nervously, and did the same. "How can my name be written here? How did they know I was coming?" _Brrring! brring!_ Both of them froze, the doorbell was ringing loudly. They both looked towards the sound, "Who'd come here?" asked Berry. BonBon slowly walked towards the door, "Wait! What're you doing? What if it's a burglar?"

"A burglar who rings the door bell?" she countered.

"Right, okay, I'll stay here, in case of..."

"In case of what?"

"Something?"

"Okay." BonBon approached the door, opening it cautiously. A young stallion stood outside in a grey hoodie, he was tapping his hoof impatiently and looked surprised when she opened the door. "Oh, hi. Um, I'm looking for BonBon?" She stared at him, shocked. "How did you know I'd be here?"

"I was told to bring a letter," which he pulled out of his pocket, "on this date, at this exact time to BonBon." She looked at the letter, "It looks old."

"It is old," he said. "I'm sorry, but, do you have anything with a photo of you on it? So I could be sure?" Behind them, Berry watched from another room on a mirror, unaware something was behind her. BonBon pulled out a photo of herself and handed it to the stallion, he looked at it.

"How did he know I was coming here?" asked BonBon curiously. "I didn't tell anypony, how could anypony have known?"

"It's complicated, I'm not sure I understand either," he replied. "I'm sorry for having to use a picture, it's hard to tell with the ones I've got. Well, here you go." He handed her the letter, "funny feeling, after all these years."

"Who's it from?" asked BonBon curiously.

"That's a long story actually."

"Give me a name."

"Strawberry Parfait." She made a face, what? "But, she specified that I should tell you, before marriage, she was just Berry Punch." A loud slam came from the room where Berry was watching from. The door had slammed shut. "Berry?" called BonBon.

"Berry yes," the stallion said.

"Is this a joke?" BonBon demanded.

"A joke?"

"Berry is this you?" she called angrily, "very funny! Berry?" she ran into the room, nopony insight but the statue standing outside. She called for her friend, but no response came. She wasn't there anymore

"Please, you need to take this," the stallion insisted, "I promised."

"Who are you?" demanded BonBon. "Why are you here?"

"I made a promise."

"To who?"

"My great-grandmother, Berry Punch."

* * *

><p>Imagine the feeling of getting charged by a full speed Rainbow Dash off a cliff and that, plus nausea, would explain exactly how Berry Punch felt right then. She groaned and opened her eyes, bright sunlight was streaming down through thick uncut trees. A curious young stallion with a light red coat and black mane was look at her.<p>

"Are you okay miss?" he asked.

"No," she groaned, sitting up and rubbing her head. "Where am I? I was in Ponyville a moment ago."

"Ponyville?" asked the stallion, "There's no such town."

"What?"

"You heard me, we're in the middle of nowhere, the road's just a little bit that way."

"You're joking," she scoffed, standing.

"Nope, see for yourself." Berry growled at him and trudged towards the road. He trotted after, whistling a little. "Would you stop following me?"

"Um, no."

"Are you ever going to?"

"Maybe, probably not." Berry sighed angrily as she stepped onto the road, and then the shock set in. She could see Canterlot, the same view she saw everyday from her window, but no window.

* * *

><p>"You're great grandmother?" asked BonBon.<p>

"Yes," he replied. "She died twenty five years ago." BonBon snatched the envelope and ripped it open. She scanned the pictures, "So they're related?"

"I'm sorry?"

"My Berry and your grandmother, they're practically identical! Right down to the cutie mark." There was a letter with the photographs, a very old letter. She flipped through the pictures, then opened the letter and started reading. _My dearest BonBon, if my grandson has done as he's promised, then as you read this it has been mere moments since we last spoke. For you. For me, it has been over sixty years. The third of the photographs are of my children, the youngest is Sugar Sweet, like the candies we used to make._

"This is sick!" BonBon snapped, "this is totally sick!" She threw the letter down and turned, galloping up the stairs, "Berry! Berry? Berry where are you!?" The stallion sighed and began collecting the pictures as she raced upstairs. BonBon burst into one of the upstairs rooms and stopped dead in her tracks.

Three statues, three stones pegasi sitting in the room. One by the window facing inwards, two against adjacent walls. Two were covering their eyes, one had a key resting on its hoof while it shielded its eyes with a hoof. BonBon slowly approached the statue with the key, turning her back on the others. She didn't see it, but they lowered their hooves and looked at her. The key was attached to a string of twine that hung off the pegasus's hoof, BonBon grabbed the string with her hoof and pulled the key away.

She studied the key, turning back to face the other statues, eyes covered once again. There was a slam downstairs as the front door was shut. She gasped and raced downstairs, pocketing the key in the process, "Now wait! Hang on!" Just out of the reach of the pegasus statue. When BonBon galloped into the front room, the stallion was gone, he'd left the envelope on the end of the stair's banister, all the pictures recollected. She pocketed that to then ran out of the house.

Stone eyes watched her from the windows, wondering.

* * *

><p><em>I suppose, unless I live to a really exceptional old age, I will be long gone as you read this.<em> BonBon sighed, wishing that most of all she'd gotten to see Berry one last time. Mrs. Cake trotted by and looked at her, "Dearie? Are you alright?" BonBon nodded sadly, "Yeah, I'm okay."

"Well okay then, let me know if you need anything." She nodded, then continued reading the letter. _Don't feel sorry for me. I've led a good life, loved a great stallion, and been well lvoed in return. You would've liked Huckleberry, he was the very first pony I met in 910. And I will say, to take one breath in 1003 and the next in 910 is a very strange way to start a new life, but it is what I've wanted for a long time now. No more drunken nights, if you know what I mean._

BonBon smiled a little, remembering often Berry's eccentric parties and drinking competitions. Good to know she got over that.

_I guess that leaves you to tell Lyra. My parents didn't care so much, don't bother telling them. Lyra works at the bookstore downtown. I don't know what you're going to tell her, but I know you'll think of something._

_Just make sure to tell her thanks for, sticking around. I'm surprised even now that she stayed as long as she did._

BonBon refolded the letter gently and placed it back in the envelope. She sat there for a moment, idly stirring her milkshake straw. After a moment she sighed and stood, placing a few bits on the table, and left. The bookstore wasn't very far from Sugarcube Corner, she wished it was though so she'd have more time to think.

She pushed open the door, it didn't look like any other bookstore she'd ever been to, with tapes and televisions as well as books. A young stallion was sitting behind the desk reading a book. Only the word "Grey" was visible. BonBon cleared her throat, "Um, excuse me. I'm looking for Lyra Heartstrings?" He raised a hoof, finished the page, placed a bookmark then looked up at her. "She's in the back room." BonBon nodded as he returned to his book.

She trotted through the bead curtain blocking the back and found herself in a tiny office, a TV was sitting on the table. A frozen picture of that stallion and mare that Lyra had had on all those TV's was on it. "Hello?"

"_Gale,_" said the TV, the video coming un-paused. BonBon watched idly, "_Sorry,"_ said Gale before ducking off screen. The stallion looked back out the screen, seemingly right at BonBon.

"_Quite possibly_," he said after a moment. Another pause. "_Afraid so._"

"Oh, hello," said a voice. BonBon spun around, Lyra had just trotted in behind her, a small bowl of pretzels in her magic. "Can I uh, help you?"

"_Fourteen,"_ said the pony on screen, sounding kind of offended. Lyra grabbed the remote and hit the pause button again. "Sorry about that." She popped a pretzel in her mouth and looked at BonBon, "We've met, haven't we?"

"It'll come to you," she replied. Lyra's eyes went wide, "Oh, that was you! Uhh..."

"There it is."

"Well um, yeah sorry you had to see me, being a huge idiot," she apologized.

"No it's okay. I've uh, got a message from Berry."

"Oh, okay. What is it? What's the message?" BonBon hesitated, still unsure how to say it. "She's, had to go away for a while."

"Where?" asked Lyra.

"Visiting her family, nothing to worry about."

"Okay."

"And uh..."

"And what?"  
>"She wanted me to thank you."<br>"What?" Lyra looked shocked, at least a little.

"Thank you for sticking with her. That's what she wanted me to say."

"Is she alright?" asked Lyra worriedly. BonBon made a face, "What? No, no she's fine."

"Am I alright?"

"No! Lyra, she just wanted to make sure you knew she's grateful."

"Is this a trick?"

_"Ponies don't understand time. It's not what you think it is._" they both looked towards the TV, Lyra groand and paused it again.

"Who is this guy?" asked BonBon curiously. "Last night you had him on all those TV's, that same guy, talking about blinking or something."

"Yeah, the bit about the blinking is great," Lyra replied. "I was just checking to see if they were all the same."

"What were the same? What is this? Who is he?"

"A treasure chest," Lyra said with a smirk.

"Excuse me?" said BonBon.

"An extra," she explained. "You know how in like, say a book, they'll have an extra bit of the next book or another one at the back? They do that on videos sometimes too, hide a little extra video content somewhere after the credits. You have to look for them."

"_Complicated._" She paused the video again. "Sorry. What's interesting about this on is that he's on four completely random, completely non related videos. Nopony knows how he got there, I've asked everypony related to making these, none of them know! He's like a ghost on the videos. But only those four."

"Well, what does he do?" BonBon continued.

"Just sits there," she answered. "Makes a remakr occasionally. Like we're hearing half a conversation. Me and a few friends are trying to work out the other half."

"Are those friends on the internet?" Lyra was about to reply but her mouth snapped shut. She nodded, "How'd you know?"

"Spooky isn't it?" BonBon tteased.

"_Very complicated._"

"Lyra!" called the stallion in front. "Need your help!"

"I'll be, right back," she said, setting down the pretzels and trotting out. BonBon turned her attention to the video. The stallion looked uncomfortable for a moment, then sighed. "_Ponies assume that time is a strict progression from cause to effect,_" he moved his hooves a lot as he spoke, "_But actually, from a non linear non subjective viewpoint, it's more like a big ball of wibbly wobbly, timey wimey... stuff._"

"Started well that sentence," she said casually.

"_It got away from me, yeah,_" he replied. BonBon stepped back uneasily, "That's weird, it's like you can hear me."

"_Well I can hear you,_" he insisted.

"Okay that's enough," she snatched the remote and hit pause. "I've had enough now. It's been a long day and I've had bloody enough!" Lyra's jaw dropped in surprise just as she entered. BonBon sighed and set the remote down, "Sorry, bad day."

"Got you the list," Lyra said, offering it with her magic.

"What?"

"The four videos, thought you might be interested."

"Yeah," she said, a bit flustered. "Thanks. I should go." She took the list and pushed past Lyra into the front of the store. As she past the stallion at the counter, she managed to catch the word "police" from his muttering. Now that was an idea. BonBon nodded and rushed out the door and down the road towards the sheriff's office.

* * *

><p>"Look, I know I sound absolutely mad but you've got to listen to me," BonBon insisted.<p>

"Alright," the police mare said, rubbing her eyes tiredly. "Let's try this from the beginning."

"Okay, there's this house, west of the Apple Farm in the Everfree Forest," she began. The mare's eyes widened, "In the forest? Hold on a second."

"Thank you!" BonBon sighed, letting her head rest on the reception desk. She turned and looked out the window casually, it was beginning to rain. She did a double take, two pegasus statues stood across the road in somepony's garden. The weird thing was, they looked identical to the ones at the old house. She trotted towards the window, uncertainty beginning to worry her. She kept her eyes glued on the statues, and then did something normal, she blinked.

Both were gone. She blinked, and they had vanished. BonBon scanned the street and the building around her nervously, "Yep, I'm definitely cracking up."

"Here, that house is my investigation," she heard a voice say. BonBon turned around, a light blue pegasus stallion with a combed navy mane was handing the mare behind the desk a pile of papers. His cutiemark was a shining badge and he was wearing a dark coat. The mare started to ask him something when he shook his head, "Can't talk now, got a thing I'm going to be late for-" then he spotted BonBon, "Oh, hello."

"Hi," she said with a smirk.

"Er, Mango, tell them I'm going to be late for that thing okay?" he said absentmindedly. "I'm Noteworthy Deed, and you are?"

"Interested in that house," she countered. Deed smiled, "Come on, you're going to want to see this." He led her to the back of the station into a garage like room. Multiple empty wooden carts were parked neatly against the wall.

"All of these carts have been found out by that house," Deed explained.

"All of them?" repeated BonBon, astonished.

"Over the last two years yeah," he said. "They all had goods and personal items in them and one had ice cream cakes on it. Somepony wouldn't leave good icecream cakes out there without a really good reason."

"So, over the last two years, the owners of all these carts have pulled up to or past that old house and just, vanished," she summed up. Something caught her eye, tucked in a corner across the room was a large wooden blue box a few feet taller than her. "What's that?" she asked trotting over.

"Ah, the pride of our collection," Deed said, following. "We found that there too, somepony's idea of a joke I suppose."

"But what is it?" asked BonBon again. She read the sign, "A police box?"

"Well, it's a special kind of phone booth for police only. They used to have these in Hoofdon, but this isn't a real one." He knocked on the wood for emphasis, "The phone's a dummy and the windows are the wrong size. We can't even get in, ordinary yard lock, but none of us can crack it. But that's not the big question. You're missing the _big _question." BonBon raised an eyebrow, "What's the big question?"

"Do you want to go get cupcakes?" he asked with a flirtatious smirk. BonBon scoffed, "I'm sorry?"

"Sweets? You? Me?" he checked his watch, "Now?"

"Aren't you on duty, Detective Inspector Deed?" she countered.

"Nope, got off just before I left, told them I had a family crisis."

"Why?"

"Because life is short and you are hot," he replied. "Cupcakes?" BonBon smiled a little, "No."

"Ever?"

"Maybe."

"Phone number?"

"Moving kind of fast DI Deed."

"Noteworthy, I'm off duty."

"Aren't you just." She pulled out a small pencil and paper, with the pencil in her mouth, she began to write down her phone number. Noteworthy looked over her shoulder, "Is that your phone number?"

"_Just_ mah phone numbah," she said, spitting out the pencil and pocketing it. "Not a promise, not a garuntee, not an IOU." She handed him the paper, "Just a phone number." He looked at it, "And it's just BonBon?"  
>"Noteworthy Bon." She slapped a hoof over her mouth, cheeks flushing bright red. Noteworthy laughed. "Bonbon! Just Bonbon!"<p>

"I'll phone you," he teased. She shook her head and turned tail, "Don't look at me!"

"Phone you tomorrow!"

"Don't look at me!"

"Maybe even phone you tonight!"

"Don't even look at me!"

"Definitely going to call you pretty mare!"

"You definitely better!" she called back, slamming the door behind her. Noteworthy chuckled and pocketed the note. There was a whoosh behind him as he trotted towards the door, "I think, I heard a whoosh." Slowly, he turned around, and his eyes widened. Four pegasus statues were standing around the blue box, three covering their eyes, one angrily trying to open the box. Slowly, he trotted towards the nearest statue. They were beautiful in all honesty, but how the hell had they gotten here in the first place? There'd been no magic, no nothing.

He leaned in close, looking at each detail of the pegasus, and he blinked.

* * *

><p>BonBon looked up at the clouds, the rain was coming down harder now. She pulled her coat tighter and rushed across the road. Halfway across, she stopped dead in her tracks. What Noteworthy had said coming back to mind, "<em>Ordinary yard lock but none of us can crack it.<em>" She reached into her pocket and pull out the key that statue had had.

With the twine in her teeth, she rushed back to the police station and back to the garage. She threw open the door, "Noteworthy!" Nothing. She looked around for the box, it was gone. Suddenly, a wind whipped at her from behind, throwing her tail around, She looked towards the source, a large portion of the wall was gone, as if it had been just knocked out.

Where had Noteworthy gone?"

* * *

><p>Noteworthy smacked his head against the wall, slowly, he slid to the ground. Everything hurting and spinning like crazy. There was a beeping sound outside his peripheral vision, "Welcome!" called a voice. He looked up, two ponies were walking towards him. One had a strange device with whirling tape wheels on it clamped in his teeth and a telephone strapped to the side of his head, the other was a unicorn in a dark blue jacket who looked like she'd rather her friend not have the device.<p>

"Where, where am I?" asked Noteworthy, slurring slightly.

"Nine eight nine," the Doctor said with a smile. "Not bad as it goes, you've got a particularly fun summer sun celebration coming."

"Oh it's brilliant!" Nightengale chimed. "We went twice, back when we had transport."

"Working on it," the Doctor replied.

"How did I, did I get here?" Noteworthy asked.

"Same way we did, touch of a pegasus," the Time-Pony explained, going and sitting down next to him and pulling the telephone off his head. "Same one, probably, since you ended up in the same year." Noteworthy shook his head and tried to stand, the Doctor put a hoof on his shoulder, "No no no, don't get up. Time travel without a capsule, nasty. Catch your breath, don't go swimming for a while."

"I don't, I can't-"

"Fascinating race, the Weeping Pegasi," the Doctor interrupted. "The only psychopaths in the universe to kill you nicely. No mess, no fuss, they just drop you in the past and let you live to death. The rest of your life used up in the blink of an eye. You die in the past and they feed on the energy of all the days you'll never have. All your stolen moments. They're creatures of the abstract plane, they live of potential energy."

"What in the wide world of Equestria are you talking about?" asked Noteworthy, thoroughly confused.

"Trust me, just nod when he stops for breath," said Gale, leaning against the wall.

"Tracked you down with this," the Doctor continued, holding up his weirdo device. "It's my timey wimey detector, goes ding when there's stuff. Also, it can boil an egg at thirty paces. Learned to stay away from hens pretty quickly, not pretty when they, uh, blow."

"I don't understand, where am I?"

"989, like he said," Gale answered.

"Normally, I'd offer you a lift home. But somepony nicked my motor, so I need you to take a message to BonBon. And, I'm sorry Noteworthy, I'm really sorry, but it's going to take a while."

* * *

><p>BonBon stared at the opening in shock, still curious where that stallion had gone. This day kept getting stranger and stranger. And it was about to get stranger still. The sound of a ringing phone echoed through the room all of a sudden. An emergency telephone on the wall was ringing quite loudly. BonBon looked around to see if somepony else was goign to answer it, but when nopony did, she trotted over and picked up the receiver.<p>

"Hello?... Noteworthy, where are you?" The answer shocked her, but at the same time, it didn't.

* * *

><p>BonBon quietly opened the hospital room door, beds lined either wall, made up and unused. Wide windows at the end of the room let in light streaming through the rain. A single bed by the window was occupied, a very old pegasus pony with a light blue-grey coat was asleep. She hesitated to speak, then said gently, "Noteworthy?" He stirred and looked up at her, smiling a little. Noteworthy looked towards the window, "It was raining when we met."<p>

"It's the same rain," she replied solemnly. A little while later, Noteworthy pulled out a small packet of his own pictures. Wedding pictures.

"She's beautiful," BonBon remarked.

"Her name, was Chocolate Delight," Noteworthy said.

"Noteworthy Delight?"

"Noteworthy Delight," he repeated happily, but it didn't last. "II often thought about looking for you before tonight, but apparently, it would've torn a hole in the fabric of space time and destroyed two thirds, of the universe."

"Two thirds of the universe?" BonBon repeated curiously. "Where'd you get that from?"

"There's a stallion in 989," he explained. "He sent me with a message for you."

"What stallion?"

"The Doctor."

"And, what was the message?"

"Just this, look at the list."

"What does that mean? Is that it? 'Look at the list'?"

"He said you'd have it by now," Noteworthy insisted. "A list of four videos? I didn't stay a police pony back then, got into video publishing, took advantage of the new market, helped perfect it."

"You put the hidden scene on!" BonBon gasped in realization.

"Have you noticed what the four videos have in common?" She shook her head, "I suppose it's hard for you, in a way."

"How could the Doctor even know I have this list? I only just got it!"

"I asked him, but he said he couldn't tell me. He said you'd understand it one day, but that I never would."

"As soon as I figure it out, I'll be sure to come tell you."

"No pretty mare, you can't. There's only tonight." BonBon turned her head to the side, really hoping he didn't mean what she thought he did. "He told me all those years ago that we'd onlt meet again this one time, on the night I die."

"Noteworthy... I'm so sorry."

"It's kept me going," he said with a smile. "I'm an old pony BonBon, but I've had something to look forward to." He took her hoof, "Ah, life is long, and you are hot." She chuckled weakly. "Look at me, I'm an old stallion, how did that happen?" There was a moment of silence between the two of them.

"I'll stay," BonBon said after a moment. "I'll stay with you okay Noteworhty?" He smiled, "Thank you BonBon. I, have until the rain stops." So, they waited. It was less time than BonBon had hoped but, it was long enough to make a new friend. An hour or so later, she stood by the window, looking out over Ponyville as the bed next to her was remade. The rain had stopped and night had fallen. She pulled the list out of her pocket and looked over it, and she made a decision.

This, ended, tonight.

She turned on her heel and walked out of the hospital, a determined to get to the bottom of things.

* * *

><p>Lyra was about to lock up the store when somepony tapped her on the shoulder. She jumped in surprise and dropped the key. "Who's there?"<p>

"Lyra, relax, it's me," BonBon replied. Lyra sighed and picked up her key, "Hey, you need something? I was about to lock up."

"They're mine." She did a double take, "Excuse me?"

"The four tapes, they're all the videos I own," BonBon explained.

"You own only four movies?"

"Do you have a portable player?"

"Um, yeah, back in the store, why?"

"We're going to need it."

"We?"

"Do you want to find out where that secret scene came from? Get the player, and we'll get to the bottom of this." Lyra shook her head and opened the door, "Okay then, let's get to work." She ran in, quickly getting one of the videos and the clunky portable player they had. She locked the door and followed BonBon towards the Everfree. She was nervous at first, and the strange empty house didn't help.

"Jeez, you live here?" she asked uneasily as BonBon opened the door.

"Lyra, I don't live here. This is where it all started." She led Lyra into the room with the writing on the wall, that's where they set up the player. Lyra slipped the tape in, "Okay, this is the one with the clearest sound. Little bit better picture quality, but I don't know." She sat back and hit play. The screen lit up, a light brown background. A stallion trotted on screen, sitting down in front of the camera and putting on a pair of black glasses. BonBon smiled, "The Doctor."

"Who's the Doctor?" asked Lyra.

"He is."

"_Yup, that's me,"_ he said.

"Okay, that was scary."

"No, it sounds like he's replying. but he always says that," Lyra said.

"_Yes I do,"_ the Doctor replied.

"And that," Lyra continued.

"_Yup, and this,_" he countered.

"He can hear us!" gasped BonBon excitedly, "My Celestia, you can really hear us?"

"Of course he can't hear us," Lyra interjected, rolling her eyes. "Look, I've made a transcript of the whole thing." She rummaged in her bag and pulled out a script like paper. "See? Everything he says. 'Yup, that's me. Yes I do. Yup, and this.' Next it-

"_Are you going to read that whole thing?"_ the Doctor interrupted. Lyra's mouth snapped shut, BonBon smiled and looked back at the video. "Who are you?"

"_I'm a time traveller,"_ he answered. "_Or at least, I was. We're stuck in 989._"

"_We're stuck!"_ another voice said as a mare butted on screen. "_All of time and space he promised me, now I've got a job in a restaurant, I've got to support him!_"

"_Gale,"_ the Doctor scolded. She rolled her eyes, "_Sorry._" and stepped offscreen.

"I've seen this bit before," BonBon said.

"_Quite possibly,"_ he replied.

"989, that's where you're talking from?"

"_Afraid so._"

"But you're replying to me! You can't know what I'm going to say fifteen years before I say it!"

"_Fourteen,_" he said, sounding a bit miffed.

"I'm getting this down," said Lyra. "I'm going to write in your bits."

"How? How is this possible?" demanded BonBon.

"Not so fast!"

"_Ponies don't understand time. It's not what you think it is."_

"Then what is it?"

"_Complicated,_" he insisted.

"Tell me."

"Very _complicated._"

"I'm clever and I'm listening, and don't patronize me because ponies have died and I'm not happy," she snapped. "Tell me." The Doctor looked a bit unsure, "_Ponies assume that time is a strict progression from cause to effect, but actually, from a non-linear non-subbjective viewpoint it's actually, more like a big ball of wibbly wobbly, timey wimey, stuff."_

"Yeah, I've seen this bit before, you said that sentence got away from you."

_"It, got away from me yeah._"

"Next thing you're going to say, 'well I can hear you'."

"_Well I can hear you."_

"This isn't possible!" BonBon cried.

"It's brilliant," added Lyra, eagerly scribbling down the exchange on her transcript.

"_Well, not hear you exactly,_" the Doctor continued, "_But I know everything you're going to say._"

"Always gives me the shivers that bit," Lyra remarked.

"How can you know what I'm going to say?"

"_Look to your left._" BonBon looked to her left, right to where Lyra was sitting writing the transcript. "What does he mean, 'Look to your left'?" asked Lyra. BonBon looked over her shoulder a tthe transcript, "You're writing in all my bits?"

"Yep!"

"He means you Lyra, that's what look to your left means."

"Oh, really?"

"_Yep, I've got a copy of your finished transcript on my autocue."_

"How can you have a copy of a conversation you're still having?"

"_Wibbly wobbly timey wimey,"_ he said nonchalantly, waving a hoof.

"Never mind that," sighed BonBon, glancing at Lyra again. "You can do shorthoof."

"So?" she countered.

"_What matters is, we can communicate. We have got big problems now,"_ he looked very worried. "_They have taken the phone box haven't they? The pegasi have the phone box._"

"'The pegasi have the phonebox', my favorite line, I've got that one a T-shirt!" Lyra exclaimed.

"What do you mean pegasi?" asked BonBon. "Those statues?"

"_Creatures from another world."_

"But they're just statues!"

"_Only when you can see them."_

"What does that mean?"

"_The lonely assassins they used to be called that,_" the Doctor explained solemnly. "_No pony quite knows where they came from, but they're as old as the universe, or very nearly. They've survived this long because they have the most perfect defense system ever evolved. _

_"They are quantum locked, they don't exist when they're being observed. The moment they are seen by any living creature they freeze into rock. No choice, it's a fact of they're biology. In the sight of any living thing they literally turn to stone. And you can't kill a ston, of course, a stone can't kill you either._

_"But then you turn your back._

_"Then you blink, and oh yes it can._" Lyra and BonBon shared a look, then looked outside, where a pegasus statue was covering it's eyes. "Don't take your eyes off that statue," ordered BonBon.

"_That's why they cover their eyes," _the Doctor continued. "_They're not weeping, they can't risk looking at each other. Their greatest asset is they're greatest curse. They can never be seen, loneliest creatures in the universe. And I'm sorry, I am very very sorry, it's up to you now."_

"What am I supposed to do?" asked BonBon.

"_The blue box, it's my time machine. There is a world of time energy in there they could feast on forever, but the damage they could do could shut off the sun. You have got to send it back to me."_

"How?" she demanded. He didn't reply, "How?!" The Do,ctor looked uneasy, "_And that's it I'm afrid. There's no more from you on the transcript, that's the last I've got. I don't know what stopped you talking, but I can guess. Th pegasi are coming for you. But listen, your life could depend on this._

_"Don't blink. Don't even blink. Blink and you're dead. They are fast, faster than you can believe. Don't turn your back, don't look away, and don't blink._

_"Good luck."_ The video froze as the tape ended. BonBon cried: "No! Doctor you can't!"

"I'll rewind it," offered Lyra, coming over.

"What good will that do?" she snapped. They both froze, "You're not looking at the statue."

"Neither are you." They looked up and screamed. The statue was standing over them, hooves reaching towards them, wings spread out behind, and massive sharp fangs bared. They scrambled to their hooves, not taking their eyes off the statue.

"Keep looking at it," BonBon ordered as they backed away slowly.

"There's just one, right?" asked Lyra, panicking. "There's just this one. We're okay if we just keep staring at this one statue, everything's going to be fine." There was a sound like rustling from the hallway behind them.

"There are three more," BonBon said, glancing back.

"Three?" shouted Lyra.

"They were upstairs before, but I think I heard them moving."

"Moving where? Three of them? Moving where?" Lyra stammered, they backed into the wall, unable to go anywhere else.

"I'm going to look around," BonBon said, moving around Lyra into the hallway, still looking at the pegasus. "I'm going to check, you keep looking at this one. Don't blink, remember what he said."

"Who blinks?" asked Lyra. "I'm too scared to blink." BonBon turned and scanned the hallway, "Okay, we're going to the front door, come on." She guided Lyra towards the doorway, only halfway there realizing they wouldn't be able to get through without losing sight of the pegasus. "Okay, we can't both get to the door without taking our eyes off this thing. You stay here."

"What?!"

"I'll be just around the corner, you stay here." She turned and ran towards the door, pulling on the door knob trying to get it open. "No! They've locked us in!"

"WHY?!" shouted Lyra.

"I've got something they want!" BonBon shouted, hitting the door angrily.

"What?"

"The key! I took it from them the last time I was here. They followed me to get it back, I led them to the blue box! Now they've got that."

"Give them the key Bon!"

"I'm going to check the back door, you wait here!"

"Give them the key! BonBon, what if they come behind me?"

"Hang on!" Lyra stared at the statue, completely petrified by fear. The thought that even if she did something so innocent as blinking would get her killed. "Lyra! It's locked!" She looked back down the hall and whipped back to the angel as fast as possible, it was inches from her face. "BonBon! I can't do this! Where are you?" No answer. Lyra slid along the wall, keeping her eyes locked on the statue, until she reached the doorway.

"Lyra! They've block off the back door, but there's a cellar. There might be a way out, delivery hatch or something!" BonBon called, ducking down the stairway.

"Coming!" called Lyra, "I can't stay here." She backed away from the pegasus until it was barely in her sight, then turned tail and ran for the cellar. She found BonBon at the base of the stairs, watching three pegasi guarding their precious stolen box.

"Okay girls, I know how this works," she was saying. "You can't move so long as I can see you. Whole world in a box, the Doctor said, hope he's not lying cuz it looks like our only way out." Lyra glanced back towards the stairs, where her pegasus had joined them. "Oh look! Here's mine!" They backed towards the Tardis,then BonBon noticed something.

"Why's it pointing at the light?" A single bare wire bulb was illuminating the room, and when she said that, it began to flicker ominously. "Oh Celestia, it's turning out the lights!"

"Quick!" BonBon grabbed the key from her pocket, frantically searching for a key hole as the light blinked out. With each blink the pegasi got closer, hooves outstretched, fangs bared in hunger and anger. Lyra kept her eyes glued on them when she could, urging BonBon faster in a panicked tone. She slid the key in, the lock clicked and the door flew open. They rushed in, slamming it shut behind.

"Whoa." BonBon turned around and gasped in surprise. They weren't in a tiny box anymore, but in a large cathedral like time machine. Lyra was looking all over, a smile blooming across her face. Slowly, they walked towards the console, in awe at the sheer size of the room they were in. There was a zap of electricity, and a voice. "_This is security protocol 712._" Both looked towards the sound, to find a holographic version of the Doctor standing on a platform above. "_This time capsule has detected the prescense of an authorized control tape, valid one journey."_

Lyra pulled out the VCR tape box from her pocket and opened it, the tape inside was glowing gold. _"Please insert the disc and prepare for departure._" The hologram vanished. BonBon began to search the console for a place to insert the tape, "Looks like a tape player, there's a slot!" Lyra started over until something tilted the Tardis hard to the right, sending them flying. It rocked again the other way.

"They're trying to get in!" shouted Lyra.

"Well hurry up and put the tape in!" cried BonBon. With the ship rocking all over, Lyra made her way to the console and shoved the tape in with her magic. The rocking steadied, the large column in the middle began to move up and down. They both sighed in relief, until the room around them began to fade. "What's happening?"

"Oh no! it's leaving us behind!" shouted BonBon. "Doctor you can't just leave us!" Lyra screamed, the pegasi were appearing all around them, looking about ready to eat them. The two mares hugged each other for dear life, eyes shut tight in fear as the Tardis vanished. For a moment, there was silence. BonBon jerked up, "Look at the quick!" She and Lyra looked rapidly at the frozen pegasi, until Lyra realized something.

"I don't think we need to," she said. "The Doctor tricked them, they're looking at each other. BonBon, they're never gonna move again." Slowly, she stood, looking at the frozen monsters. They created a perfect square with their raised hooves, a perfect indentation where the Tardis had been. She ducked out underneath, offering a hoof to BonBon, who followed nervously. They stood, watching them for a moment. Then turned and left, running full speed of course.

* * *

><p><em>One year later...<em>

BonBon sat behind the desk at the bookstore, flipping through a file folder she'd put together. Lyra came out of the backroom, "Hey, can you mind the shop for a bit? Just going to go next door and grab lunch kay?"

"Sure, no problem," she replied absentmindedly. Lyra glanced over her shoulder, "What's that?"

"Nothing." She frowned, easily picking out the sketch of a pegasus and full copy of the transcript. She put a hoof on BonBon's shoulder, "Bon, can't you just let go of this?"

"Of course I can't let it go," she snapped.

"This is over."

"How did the Doctor know where to write the words on the wall?" she continued. "How could he get a copy of the finished transcript? Where did he get all the info from?"

"Some things you don't find out," Lyra replied. "That's okay."

"No it isn't." She shuffled her hooves awkwardly, "You ever think this might, be getting in the way of other things?"

"We just run a store together," BonBon replied. "Just a store." Her friend sighed, "Okay, lunch! Be back in a minute." She turned and trotted out the door, BonBon watched, sighing. Outside, just as Lyra trotted past, a yellow cab pulled up. The door opened and a familiar stallion, missing his tie with a longbow slung across his back hopped out. A unicorn mare with a sheath of arrows followed him, paying the cab driver as well. BonBon gasped and jumped up, grabbing the file folder and rushing out.

"Doctor! Doctor Doctor!" He stopped and turned around to look at her, "Hello! Sorry, bit of a rush, there's a sort of, thing happening. Fairly important we stop it."

"By Luna's moon it's you! It's really you," she gasped. "You don't remember me do you?"

"Doctor! We haven't got time for this!" Gale called. "The migration's started!"

"Look, sorry," he said quickly, "I've got a bit of a complex life. Things don't always happen in the right order. Gets a bit confusing at times, especially weddings. I'm rubbish at weddings, including my own."  
>"You're a time traveller!" BonBon shouted, face hoofing, "It hasn't happened to you yet, still in your future!"<p>

"What hasn't happened?"

"Doctor!" Gale shouted urgently, "Twenty minutes to red hatching!"

"It was me," she said in realiztion, "You got it all from me!"

"Got what?" the Time-Pony asked curiously. She held out the file folder, "Listen, one day you're going to get stuck in 989, make sure you have this with you." He took the folder, he foleded it and slipped it in a pocket.

"Doctor!" shouted Nightengale.

"Yeah, listen, got to dash, things happening," he said. "Well, four things, well, four things and a lizard."

"Okay, no worries," BonBon replied. "See you round someday."

"What's your name?"

"BonBon," she answered. The Doctor smiled, "Good to meet you BonBon." Just as he turned to leave, Lyra trotted up beside, lunch bag in her magic. Her eyes got really big, "Is that-?" BonBon took her hoof and smiled, "Come on." Together they went inside the bookstore, the story of the Weeping Pegasi was behind them.

But that's another story for you.

Because, any statue, anywhere, could be one.

Doesn't matter if they're crying or not, because if you turn your back on them, they can still get you if no one's looking.

So, keep in mind when you see a statue by yourself, don't blink.

Blink and you're dead.

Don't turn your back, don't look away, and don't blink.

Good luck.

_To be continued in, Utopia..._

**ME: Alright then here we go. Things are running smoothly this week, wonderfully. Except for me getting sick and almost coughing up a lung. (joking) Anyways, I am writing another story, sort of on the side and it may be one reason I'm slacking off. It's a fandomstuck story, google it if you don't know what that is, a big one, so I'd like a buddy to bounce ideas off of. If you think you can fill this position, or know someone who can, drop me a line.**

**ME: until next time, allons-y!**


	13. Episode 12, Utopia

Doctor Whooves

_Utopia_

**Ah yes, the penultimate tale before we begin our season finale two parter. Can I get a hell yeah!**

**But listen, I'm going to be honest and say we may have to change the writing schedule. I'm going into highschool and I don't know how it's going to go. This story sort of requires a computer to be written, and I don't know if I'll be able to find time except for on weekends. So, most likely, no more every two week updates. **

**Don't be blue though! I'll still update, it'll just be a but longer between chapters. You've still got the next episodes and Time Crash to look forwards to! :)**

**Also, sorry for being a week and a day late, combo of band camp, high school, and we hit our data cap. :P**

"Cardhoof!" crowed the Doctor as the Tardis landed with a thud.

"Cardhoof?" repeated Nightengale a bit confused, following him around the console.

"But the thing about Cardhoof is it's built on top of a rift in space and time," the Time-Pony continued. "Like a fault line under a city. But the rift bleeds energy, so every now and then I need to open the engines, soak up the energy, and use it as fuel."

"So it's a pit stop?" she asked curiously.

"Exactly, should only take about twenty seconds." He checked the computer and frowned, "The rift's been active." Gale's eyes widened in surprise, "Hold on a moment, they had an earthquake a few years ago. Was that you?"

"Had a bit of trouble with a Slitheen," he replied. "Long time ago, I was a different stallion then."

* * *

><p>"Doctor!" shouted a voice. Ponies all across the plaza looked up in surprise, searching for the owner of that voice. They didn't look high enough, if they had, they would've seen a navy blue pegasus in a dark blue long coat flying full speed towards them, a large black bag tucked between his wings. Captain Jack Harness swooped down towards the Tardis, landing on the ground and still running. "Doctor!" he shouted again. His eyes widened in shock as the Tardis began to fade, he poured on more speed, leaping towards the box, hooves outstretched.<p>

* * *

><p>"Finito! All powered up." The Doctor flipped another switch, glancing at the scanner as he did. He did a double take, it was showing outside in the plaza, where a familiar stallion was racing towards the Tardis. He opened his mouth to say something when the Tardis jerked hard, throwing him and Gale sideways.<p>

"Whoa! What's that?" cried Gale, clinging to the console.

"We're accelerating into the future," the Doctor replied, shocked, eyes glued to the scanner as Gallopfreyian numbers rapidly increased. "The year one billion, five billion, five trillion? _Fifty trillion?_ What? The year _one hundred trillion?_ That's impossible!"

"Why?" asked Gale. "What happens then?"

"We're going to the end of the universe," he replied as the Tardis rocked wildly, shooting them into the future.

**Play that future theme song!**

_Blip. Blip._ Professor Yana looked up from the tangle of wires in front of him in surprise, the radar was beeping. Now this wasn't as uncommon as it might seem, what with the FutureKind attacking anything that moved outside the facility. He trotted over and looked at the round screen, one small blip was racing around it followed by about twenty other small blips. The univorn ran a hoof through his white mane, sighing, "There's movement on the surface. Another hunt, Celestia help him."

"Chan, should I alert the gaurds, tho?" asked his assistant, a dark turquoise insect like mare named Chantho. Her antenna twitched curiously as she watched the Professor, he sighed again. "No, we can't spare, them. Poor beggar's on his own. One more lost soul dreaming of Utopia."

"Chan, you mustn't talk as if you've given up, tho," she insisted. Yana smiled, "No no, indeed. Well," he picked up his cup of coffee off of the top of a computer, "Here's to Utopia." He made a face after taking a sip, "Where it is hoped the coffee is a little less sour. Would you like some?"

"Chan, I am quite happy drinking my own internal milk, tho," Chantho replied.

"Yes, well, that's quite enough information, thank you."

"_Professor Yana?_" asked a voice over the loudspeaker. "_I don't want to rush you but how are we doing?"_

"Uh, yes, working," the professor stammered. "Yes, almost there!" He motioned with his head for Chantho to take over as he got back to work, wading through the mass of wires to another part of the computer.

"Chan, there's no problem as such," Chantho explained, "we've accelerated the calculation matrix but it's going to take time to harmonize tho. Chan, we're trying a new reversal process, we'll have a definite re-" Suddenly, her voice was drowned out by a loud drumbeat, though not everypony could hear it. Yana pressed a hoof to his temple, squeezing his eyes shut as the drumbeat overwhelmed him, thumping inside his skull.

"Chan, professor, tho?" He snapped out of it, the drums fading away like a forgotten dream. "Yes! Yes yes yes working." He shook it off and began to examine a wire matrix beside the computer. Chantho glanced at the surface radar again, "Chan, the surface scanner Professor, it seems to be detecting a different signal tho." Yana trotted over and looked at the small thing, "Well, that's not a stansard reading, I can't make it out. Looks like something new has arrived." He tapped the small lit up square thoughtfully, wondering what in the remaining galaxy it could possibly.

* * *

><p>"Well, we've landed," muttered the Doctor, getting to his hooves. The Tardis looked alright, nothing on fire nothing out of place, lights still bright.<p>

"So what's out there?" asked Gale, getting up to, rubbing her shoulder. The Doctor was quiet for a moment, "I don't know."

"Say that again, that's rare."

"Not even Time-Ponies came this far," he continued uneasily. "We should leave. Definitely, we should go. We should really, really go." He and Gale looked at each other, simultaneously breaking into smiles before racing towards the door, grabbing their coats on the way out. Outside it was dark, no stars or anything to light it up, just a mysterious light from over one of the ridges. It looked like a stone quarry, levels of carved out rock forming a cone like shape with passages in between and random bits of metal scattered here and there.

"Oh Celestia!" Gale galloped away from the Tardis towards the prone form of a pegasus, unconscious near the edge of the level they were on. The Doctor looked over and internally winced, it wasn't normal to see an old friend in his case, rather odd if he did in any case. Gale went straight into doctor mode, checking for a pulse, "I can't find a pulse... Hold on, you've got that medical kit thing!" She jumped back up and raced into the Tardis.

"Hello again," the Doctor muttered, "Oh I'm so sorry." He looked away again, it was uncomfortable looking at him for more than one reason. Gale rushed back out, med kit bobbing in her magic, and dropped down by his side. "Here we go... Huh, it's a bit odd, not very hundred trillion this coat. It's more like, well, Storm Era."

"I think he came with us," the Time-pony muttered uneasily. Gale looked at him in surprise, "How do you mean? From Gaia?"

"Must've been clinging to the outside of the Tardis all the way through the vortex," he explained. "That is so like him."

"You know him?"

"Friend of mine, used to travel with me, back in the old days." Her face suddenly dropped, "But he's, I'm sorry. There's no heartbeat Doctor, nothing, he's dead." At that very moment, Jack's eyes flew open and he shot up, grabbing Gale and gasping for breath. She screamed in surprise, "Oh my gosh! So much for me then. It's alright, just breathe deep, I've got you." Jack breathed for a moment, then shook his head, shaking off the shock. He looked at Gale and smiled, "Captain, Jack Harness. And who are you?"

"Nightengale," she replied, blushing.

"Nice to meet you Nightengale."

"Oh don't start!" the Doctor groaned.

"I was only saying hello," the Captain protested.

"I don't mind," Gale added. She helped him stand up, still a bit shaky after, whatever it was that had brought him back. He looked at the Time-Pony, "Doctor."

"Captain," he replied.

"Good to see you."

"And you, same as ever. Although, have you had work done?" Jack scowled, "You're one to talk."

"Oh! Yes, the face. Regeneration. How did you knwo it was me?"

"The police box kind of gives it away. I've been following you for a long time, you abandoned me!"

"Did I? Busy life, moving on."

"Just, got to ask, Battle of Canterlot Observatory, the list of the dead, it said Roseluck." There was a moment of uneasy silence, the Doctor smiled. "Oh! Oh no, sorry, she's alive."

"You're kidding," Jack said.

"Parallel world, safe and sound, and Gear, and her mother."

"Oh yes!" Jack ran forward, hugging the Doctor and smiling like crazy. Behnd them, Gale frowned a little, "Good ol' Roseluck." Soon, they set off down into the quarry to do a little exploring. A few minutes in, Jack began talking, specifically of what happened to him after the Doctor left him behind.

"So there I was," he said dramatically, flying beside Gale, "stranded in the year two hundred one hundred, hoof deep in Dalek dust, and he goes off without me." He gestured witha hoof to the Doctor who was walking ahead of them. "But, I had this." He tapped a device on his wrist, "I used to be a Time Agent, it's called a vortex manipulator. He's not the only one who can time travel."

"Oh, excuse me," the Doctor called back, turning and walking backwards, "_That_ is not time travel. It's like, I've got a golden carriage and you've got a sled."

"Colts and their toys," Gale muttered to herself.

"Alright," Jack continued, "So I bounced. I thought 1000's, that'd be the optimal place to find the Doctor, but I missed and got launched into 869. Then this thing burned out and was useless."

"Told you!"

"I had to live through the rest of the seventh century, and all of the eighth to tru and find a version of him that'd coincide with me. And I did once, but it was him like, the day before he met me so that didn't work out as planned."

"But, that makes you more than a hundred years old," Gale said, shocked.

"And looking good don't you think?" he countered with a smirk. "I based myself off the rift in Cardhoof, knew you'd come back sometime to refuel and waited. Finally I get a signal on this and here we are."

"But the thing is," Gale continued, puzzled, "why did you leave him behind Doctor?"

"I was busy," he replied nonchalantly.

"Is that what happens though, seriously? You just get bored with us and leave us behind?" she asked.

"Not if you're a flower pony," Jack added.

"Flowers? What a surprise!" Gale continued sarcastically.

"You two!" the Doctor said angrily, "We're at the end of the universe right? Right at the edge of knowledge itself and you two are back here, _blogging!_"He exhaled slowly, calming down, "Come on." They trotted to the edge of the level they were on and looked out towards the center of the quarry. Instead of continuing down like would be expected, it actually spread out before them in what looked like a city of cave buildings, rather high tech ones too.

"Is that a city?" asked Nightengale, squinting to try and see in the dim light.

"A city, or a hive, or a nest," the Doctor explained, "or a conglomeration. Like it was grown. but look, down there, roads and pathways. Must've been some sort of life, long time ago."

"What killed it?"

"Time," he replied simply. "Just time. Everything's dying now, all the great civilizations have gone. This isn't just night," they looked up at the empty blackness above, "all the stars have burned out and faded away into nothing."

"They must have an atmospheric shell," Jack remarked, "We would've frozen to death otherwise."

"Well, Gale and I maybe, not sure about you Jack," the Doctor added.

"What about the ponies though?" asked Gale. "Does nopony survive?"

"I suppose we have to hope that life will find a way."

"Well she's not doing to back," Jack said, pointing with a hoof down at the level below where an earth pony was running for her life. Followed quickly by a large band of strange ponies in odd cloaks with black hair.

"PONY!" they were shouting, almost chanting.

"Is it just me, or does that look like a hunt?" asked the Doctor. "Come on!" He took off down the layer, Jack took to the air and Gale galloped after him, all three at full speed. Jack laughed into the wind, "Oh I have missed this!" They rocketed down the levels towards the mare, meeting up with her and stopping her run. The strange hunters were getting closer, Jack pulled a small gun from his pocket and aimed at them.

"Jack don't!" shouted the Doctor. He groaned and fired into the air, the hunters stopped dead in their tracks, watching warily. Upon closer inspection, they were really just ponies, with sharp teeth, strange black markings, and cloaks that looked like they were made from something's hide.

"What the hell are they?" asked Gale, shocked.

"There's more of them," the mare stammered. "We've got to keep going!"

"I've got a ship nearby, it's safe, not far from here," the Doctor explained. "It's over-" He looked up at the ridge, only to see another group of the hunters waiting for them. "Or maybe not."

"We're close to the silo," the mare explained. "If we get to the silo, the we're safe."

"Silo?" asked the Doctor.

"Silo," agreed Jack, keeping his gun aimed at the nearing hunters.

"Silo for me!" added Gale. The mare nodded and they took off down the path. The hunters roared angrily and followed at full speed. Over a ridge, a large steel gate became visible, that and large almost water towers with sentries on top light bright by floodlights.

"It's the Futurekind!" shouted the mare as they ran closer. "Open the gate!" They reached the gate but the guards weren't budging.  
>"Show me your teeth!" demanded one of them. "Show me your teeth!"<p>

"Show him your teeth!" the mare shouted. Everypony grimaced, revealing regular square incisors, rather than the sharp fangs of the Futurkind.

"Pony! Let them in!" he shouted. The large metal gate began to swing open just as the Futurkind galloped over the ridge. And it was almost closed as they got close. The guard fired his makeshift machine gun at the ground, making them stagger back as the gate was closed and locked. One of the Futurkind, who seemed better dressed than the others, stepped closer to the gate, watchign them. "Pony, Pon-i, make feast."

"Go back to where you came from," the guard ordered, stamping his hoof in emphasis. "I said, go back!" The others raised their guns, Jack rolled his eyes. "Don't tell them to put their guns down."

"They're not my responsibility," the Doctor replied.

"And I am? That's makes a change."

"Kind watch you," the chieftain continued angrily. "Kind, hungry." Slowly, the Futurkind backed away, all of them watching the Silo hungrily. After a moment of tense silence, the Doctor looked at the guard who'd let them in, "Thanks for that."

"Let's get you all inside," he replied. As they walked, the mare who'd run in with them said: "My name is Patty Toc Sugar Cane, tell me please, can you take me to Utopia?" The guard smiled, "Yes, yes I can."

* * *

><p><em>"Professor?<em>" Yana looked up from the computer, "Yes? What is it Atillo?"

_"We've got four new ponies inside. One of them is calling himself a doctor._"

"Oh medicine?"

"_Of everything he says._" Yana gasped in surprise, "A scientist! Oh my word!" He looked over at Chantho, who looked curious. "You just, just, Chantho just, uh, I don't know. I'm coming!" He turned and began to scurry out of the lab, brimming with excitement.

* * *

><p>"It looks like a box, a big blue box," the Doctor explained. "I'm sorry but I really need it back. It's stuck out there." Atillo nodded, making another note on his clipboard with his magic just as Patty rushed up in a stage of almost panic. "My family was headed for the Silo, did they get here? My mother is Krystal Sugar Cane, my brother is Baritone."<p>

"The computers are down but you can check the papers," Atillo replied. "Chirp! Passenger needs your help!" A small colt, with a white curly mane and a clipboard on his back, trotted into the room, Patty rushed over to him. "Right, what do you need?"

"A blue box you said?" Atillo asked.

"Big, tall, wooden, says Police on it," the Doctor described.

"We're driving out for the last water collection, I'll see what I can do."

"Thank you!" said the Doctor with a sigh of relief. Jack and Nightengale visibly relaxed as well, knowing they'd have a sure way out of there.

"Come on," said Chirp, getting just what he needed from Patty to find her family. Gale did a double take, "Hold on, how old are you?"

"Old enough to work," he called back. "This way." They followed him out of the loading dock into a cramped passageway. Ponies on small mats and cots lined the walls, they looked up in curiosity at the newcomers. Pictures of family members and lost places decorated the walls above the tiny beds. As they walked, Patty and Chirp kept calling for Baritone and Krystal, asking if anypony knew them.

"It's like, a refugee camp," Gale said, looking around.

"It stinks," Jack remarked, then noticing the glares he got, he added: "Heh, no offense."

"Don't you see though?" asked the Doctor, his face breaking into a smile. "The ripe smell of ponies! You survived! Sure, maybe you spent a thousand years evolving into clouds and another thousand as downloads, but you always revert to the same shape. The fundamental humans! End of the universe, and here you are! Indomitable! That's the word, indomitable!"

"Is there a Krystal Sugar Cane?" called Chirp, a pegasus mare down the way stood up, "That's me."

"Mom?" asked Patty, smiling.

"Oh my celestia, Patty!" the two raced towards each other, a stallion that must've been her brother stood up, joining them in a big family hug. Gale smiled, "It's not all bad news then." As she said that, another stallion stood up, bumping into Jack. Jack put on his flirting smile, "Captain Jack Harness, and who are you?"

"Shtop it," groaned the Doctor. He was standing by a mechanized door with lights over it, sonic screwdriver in his teeth. "Give me a hoof wit dis, is half deadlock. I need you ta overwrite da code." Jack rolled his eyes and hovered over, using his vortex manipulator to interface with the computer. "Lez see where we are." The door slid open and he stepped forward, almost falling into a giant chamber that was pulsing with heat. Jack lunged, grabbing his tail to pull him back in in the nick of time.

"Gotcha!" The Doctor backed into the hall, pocketing his screwdriver and smiling at Jack, "Thanks."

"How's you cope without me?" he replied. The trio looked into the chamber, what it looked like was a giant ship.

"Now that is what I call a rocket," said Gale, looking up and down the giant ship.

"They're not refugees, they're passengers," the Doctor explained.

"He said they were going to Utopia," she added.

"The perfect place, hundred trillion years it's the same old dream. You recognize those engines Jack?"

"Nope. Whatever it is, it isn't rocket science. It's hot though." They stepped back and the door shut automatically.

"Boiling," the Doctor added. "But if the universe is falling apart, what does Utopia mean?" There was the sound of running hooves as Professor Yana ran and joined the little group. He looked from Jack to the Doctor, then back at Jack, "The Doctor?"

"That's me," the Time-Pony corrected. The Professor smiled widely, "Good!" He grabbed the Doctor's hoof and began pulling him down the corridor, "Good good good!"

"It's good apparently!" the Doctor called as he was pulled around the corner. Gale and Jack shared a glance, then chased after their friend. He was dragged into the lab and straight to the machines, Chantho was at the doorway.

"Chan, welcome, tho," she said as the two flew past. Yana stopped in front of one of the computers, "Now, this is the gravitissimul assimilator. It's past it's time but it works."

"Chan, welcome, tho," Chantho repeated as Gale and Jack galloped into the lab.

"And, this is the hoof print impeller system," Yana continued. "Now, do you know anything about end time gravity?" After looking around the lab in slight confusion, Gale looked over at the insectoid pony who'd greeted them, "Hello. Who're you?"

"Chan, Chantho, tho," she answered with a smile. Jack smirked, holding out a hoof, "Captain jack Harness-"

"Stop it!" called the Doctor, irritated.

"Can't I say hello to anypony?" he asked.

"Chan, I do not protest, tho," Chantho answered abashedly.

"Maybe later Blue," Jack said with a wink. He pulled off his back pack and set it on a table, around said table a small living area was set up, with chairs, a rug, and warm lighting. "What've we got here?"

"All this feeds into the rocket?" asked the Doctor, gesturing to the computers and machines around him.

"Yes, except, without a stable hoofpring, you see, we're unable to achieve escape velocity," Yana explained grimly. "If only we could harmonize the five impact patterns and unify them, well, we might be able to make it. What do you think Doctor? Any clue?" The Time-Pony looked around him at the odd machinery, "Well, uh, basically... Not a clue." Yana seemed to deflate a little with the response, "Nothing?"

"I'm not from around these parts," he said honestly. "I've never seen a system like it. Sorry." The Professor waved a hoof dismissively, "No no, I'm sorry, It's my fault, there's been so little help-"

"Oh my Celestia!" Everypony looked round to where Gale, magic glowing, and Jack's bag cast aside, was holding a large jar in the air, filled with bubbling water and some brown thing. While the two geniuses had been inspecting the machines, she had been curious and looked in the bag. After wondering what the strange shape was, she realized it was the sliced off end of somepony's hoof.

"There's a hoof!" she cried, "You've got a hoof, in a jar. A hoof in a jar in your back pack!" The Doctor looked just as shocked as she did. He trotted over, looking closely at the lump of flesh inside the jar. "But that, that that's my hoof."

"I said I had a Doctor detector," Jack replied with a shrug.

"Chan, is this a tradition in your species tho?" asked Chantho curiously.

"Not on my street," Gale snapped, setting it down on the table angrily. "What do you mean this is _your_ hoof? I can see them, you've got all four right there."

"Long story," he said, picking up his front right hoof and examining it. "Hearth's Warming, lost it then in a swordfight." The memory flashed briefly in his mind, he shuddered briefly.

"What? So you just, grew another hoof?" Gale asked sceptically.

"Uh, yeah, yeah I did." She looked at him oddly, the Doctor smiled and gave her a little wave, "Hello!" Yana cleared his throat, "Uh, might I ask, what species are you?"

"Time-Pony, last of. Heard of them?" he asked simply. Nothing, neither Chantho or Yana made any recognition of knowing. "Legend? Anything?" The two looked at each other confused. "Not even a myth? Blimey, end of the universe is a bit humbling."

"Chan, it is said I am the last of my species as well, tho," Chantho said, shifting on her hooves nervously.

"Oh, sorry, what's your name?"

"My assistant, and good friend, Chantho," Yana said with a smile. "A survivor of the Malmooth. This was their planet, Malcassario, before we took refuge."

"That city outside, that was yours?" the Doctor asked.

"Chan, the conglomeration died tho," she said somberly.

"Conglomeration! That's what I said!"

"You're supposed to say sorry," Jack said, glaring at the Doctor. He scratched his ear nervously, "Oh, right, sorry."

"Chan, most grateful, tho."

"You grew, another hoof?" Gale asked again, rubbing her forehead, still downright dumbfounded. The Doctor offered his hoof to her, "It's fine. Look, really, I'm still me." She shook her head, "Even after all this time You're still full of surprises."

"Chan, you are most unusual, tho."

"Well-"

"What were those things outside?" Jack interrupted. "Those pony things, what were they?"

"We call them, the Futurekind, which is a myth itself, but it is feared they are what we shall become," Yana explained, a grave tone to his voice. "Unless, we reach Utopia."

"And Utopia is...?" the Professor looked at the Doctor, mildly shocked that a fellow scientist didn't know, "Everypony knows of Utopia. Where have you been?"

"Oh, er, but of a hermit," the Doctor lied.

"A hermit with friends?"

"Um, Hermits United. We meet up every ten years and swap stories about caves," he bluffed. "It's good fun, for a hermit, so, Utopia?" Yana smiled, he walked over to one of the larger computer monitors and motioned for them to follow. Everypony crowded round as he began to explain. "The call came from across the void, over and over again, 'Come to Utopia'. Originating, from that point." He tapped the radar's only glowing spot for effect.

"Where is it?" asked the Doctor, intrigued.

"Far beyond the Condensate Wilderness, out towards the Wildlands and Dark Matter reefs. Calling us in, the last of the Equines, scattered across the night."

"What do you think's out there?"

"We can't know. A colony, a city, some sort of haven? The Starbound Foundation created the Utopia project thousands of years ago to preserve Equestria, to find a way of surviving beyond the collapse of reality itself. Now, perhaps they found it." Yana sighed, "But perhaps not. Still, it's worth a look don't you think?"

"Oh yeah," replied the Doctor, inspecting the signal closer. "It keeps changing so it's not automatic. That's a good sign somepony is out there. And that's, that's a navigation matrix so you can fly without- Professor?" Yana had seemed to lose focus, grimacing and rubbing his forehead with a hoof. "Professor? Professor!" He jerked in surprise, almost losing his balance in shock. He cleared his throat, "I, uh, right, that's enough talk. There's work to do. Now, if you could leave, thank you!"

"You alright?" the Doctor asked, putting a hoof on the Professor's shoulder. He brushed it off, "Yes, I'm fine, and busy."

He turned to go back to work, "Except, the rocket's not going to fly is it?" Yana tensed. "This hoofprint mechanism thing, it's not working."

"We'll find a way!"

You're stuck on this planet," the Doctor continued, also starting to pull off his long coat. "And you haven't told them have you? That lot out there, they think they're going to fly."

"It's, it's better to let them live in hope," he replied somberly.

"Quite right too. And I must say, Professor, er, what was it?"

"Yana."

"Professor Yana, this new science is well beyond me," the Time-Pony said honestly, setting his coat aside and pulling out his sonic screwdriver, "but a boost reversal circuit, in any era, must be a circuit that reverses the boost. So, I wonder, what would happen if I did this?" He sonicked a cable and yanked it out of the machine with his teeth. The computers roared to life, lights began flashing and fans whined to keep it cool. Chantho smiled and clapped her hooves in excitement, "Chan, it's working, tho!"

"But, h-how did you do that?" asked Yana, stunned. The Doctor tossed his screwdriver and caught it expertly, "While we were chatting, I forgot to mention, I'm brilliant."

* * *

><p>The machine working it started a chain reaction. Yana told Atillo they were almost ready. Atillo told everypony else: "<em>All passengers prepare for boarding. I repeat, all passengers prepare for immediate boarding. Destination, Utopia." <em>He radioed the scouts collecting water and all the guards, telling them to return to the silo. Guards abandoned their posts as the last water carriers arrived, they locked the gates tight and barred the doors, hungry Futurekind watched from the hills as they did.

Excited ponies, with everything they had, rushed towards the open doors and into the rocket. Gale and Chantho, each carrying a pile of what seemed like large data chips, pushed through the crowd towards the lab. Halfway there, they ran into Chirp, the tiny colt who'd helped Patty find her family. Gale stopped walking, "Hey, what's your name again? Chirp."

"That's right miss," he said with a smile.

"Who're you with Chirp? You got any family?" she asked.

"No miss, it's just me."

"Well, good luck. What do you think it'll be like at Utopia?"

"My mum used to say the skies are like diamonds."

"Good for her, go on, off you go. Get your seat." The colt smiled widly and ran off into the crowd. Chantho and Gale shared another smile and trotted towards the lab. Unbeknownst to them, they were being watched by one of the passengers, one with sharp teeth.

* * *

><p>As the Doctor and Professor Yana worked on the machine, particularly a glass-like circuit board with strange black wires, the Doctor couldn't help but notice that something smelled off. He sniffed one of the wires experimentally, "Hold on, is this?"<p>

"Yes, gluten extract," Yana explained. "Binds the neutralino map together."

"That's food," the Doctor said, shocked. "You've built this whole system out of food, string, and staples? Professor Yana, you're a genius!"

"Says the stallion that made it work," he answered.

"Oh it's easy coming in at the end, but you're stellar," the Doctor continued animatedly. "This is, this is magnificent, and I don't often say that because, well, because of me."

"Well, my title is really just an affectation. There hasn't been such thing as a university for over a thousand years. I've spent my life going from one refugee ship to another."

"If you'd been born in a different time, you'd be famous. I mean it. Throughout the galaxies."

"Oh those stupid galaxies, they had to go and collapse. Some admiration would've been nice. Just a little, once."

"Well you've got it now. This, hoofprint engine thing, you can't activate it from onboard. It's got to be from down here. You're staying behind?" Yana smiled sadly, "With Chantho, she won't leave without me. Simply refuses."

"You'd give your life so they could fly," the Doctor said with a matching smile.

"Oh, I think I'm a little too old for Utopia. Time I had some sleep."

"_Professor!_" called a voice over the intercom. "_Tell the Doctor we found his blue box._"

"Doctor?" called Jack. The Time-Pony galloped over and is smile got even bigger. "Professor, it's a wild stab in the dark, but I think we've found you a way out." The screen flickered a little, Yana looked at the blue box on screen curiously. It seemed, familiar somehow, and as he looked at it, the drums returned thundering in his mind as if some memory was trying to break in.

* * *

><p>The thick cable dragged behind the Doctor as he dragged it out of the Tardis, "Ex-ta powa, bit of a cheat, but who's countin?" He dropped it and began plugging it into the computer. "Jack? You're in charge of the retro feeds!" There was a creak as the entrance door swung open and Chantho and Gale entered.<p>

"Oh am I glad to see that thing!" exclaimed Gale happily. Chantho looked towards the Professor, who was staring at the Tardis with a suspicious look on his face. "Chan, are you alright Professor, tho?"

"Yes, I'm fine, I'm fine, I'm fine, just get on with it," he answered stiffly, rubbing his head. Jack walked over and showed Chantho where she and Gale needed to be working, "Connect those circuits into the spar, same as that last lot. But quicker." Gale made a face when he turned his back but began connecting them. Yana stayed where he was, rubbing his head. The Doctor trotted over, "You don't have to keep working, we can handle it."

"It's just a headache," the Professor replied, brushing it off. "It's just, just, noise inside my head Doctor. Constant noise in my head." The Doctor looked a little worried, "What sort of noise?"

"It's the sound of drums. More and more, as though it's getting closer."

"When did it start?"

"Oh, I've had it my whole life, every waking hour. Still, no rest for the wicked eh?"

Behind them, Nightengale and Chantho were busy at work putting the circuits together. Gale shelved one and looked at Chantho curiously, "So, how long have you been with the professor?"

"Chan, seventeen years, tho," she replied with a smile.

"Blimey, that's a long time."

"Chan, I adore him tho."

"Right, does he ever-?"

"Chan, I don't think he even notices, tho."

"Tell me about it."

"Chan, but I am happy to serve, tho."

"Do you mind if I ask?" Chantho shook her head. "Do you _have_ to start every sentence with chan?"

"Chan, yes, tho."

"And end every sentence with tho?"

"Chan, yep, tho."

"What would happen if you didn't?"

"Chan, it would be very rude, tho."

"Like swearing?"

"Chan, indeed, tho!"

"Oh come on."

"Chan, I can't, tho."

"Once? For me?" She made a face, cheeks puffing p as she made up her mind, "No!" There was a moment of silence between the two mares before they both dissolved into giggles.

* * *

><p>"Professor?" Atillo frowned, the computer screen remained blank with static. He typed in, Y-A-N-A and it lit up. "Systems are down, Professor are you getting me?" Yana appeared on screen, the lab behind him busy with activity.<p>

"_I'm here! We're ready. Now all you've got to do is connect the couplings then we can launch."_

* * *

><p>Atillo dissapeared from onscreen as Gale trotted over to the computer. "For Pete's sake- this equipment! Needs rebooting all the time."<p>

"Anything I can do?" Nightengale asked. "I just finished with that lot."

"Yes, if you could just press the reboot key every time the picture goes," he explained, switching spots with her.

"Yes sir, just don't ask me to do short hoof," she joked.

"_Are you still there?" _asked a voice as the video connection was reestablished.

"Yes! Present and correct, send your pony inside, we'll keep the levels down from here."

"_Copy that._" A pony in a huge hazmat suit passed through the video just before it cut out. Gale rebooted the computer and Yana galloped over to where Captain Jack was working on one of the machines. "Captain! Keep the dials below the red."

"Where is that room?" asked the Doctor, not looking up from what he was working on.

"Beneath the rocket," Yana explained. "Fix the couplings and the hoof print can work. But the room is flooded with stet radiation."

"Never heard of it."

"You wouldn't want to. But it's safe enough, if we keep the levels down."

* * *

><p>Atillo dragged open the thick steel door, motioning with a hoof for his friend in the hazmat suit to move in. As soon as the pony was inside the door, he pulled it shut. Red light filled the room, it was hot in the tiny metal box, four pillar like machines sat in the center, each one had a handle sticking out of the top facing perpendicular to the opening.<p>

Slowly, she walked around the couplings, and grabbed the first one with both hooves.

* * *

><p>A Futurkind pony, who'd been hiding out in the silo for days, snuck through the hall ways, keeping a close eye out for anypony. Before her stood the cables and wires for the power. She turned her back on them, and then bucked as hard as she could. Sparks flew and the lights flickered, the metal casing crumpled under the blow. She grabbed a cabling group in her mouth and ripped it off the wall, just as a group of soldiers armed with guns came racing down the hall towards her. Well, you can guess how that ended.<p>

* * *

><p>"It's rising!" called Yana. "Naught point two. Jack keep it level!"<p>

"Yes sir!" he shouted back, working frantically. Suddenly, the lights flickered and the computer power began weakening.

"Chan, we're losing power tho!" she shouted over the chaos.

"The radiation's rising!" the Doctor called.

"We've lost control," Jack reported.

"The chamber is going to flood!" said Yana worriedly.

"Jack! Override the vents!" the Doctor ordered. Following orders, sort of, Jack grabbed a large cable in his mouth and another in his hooves, "We can jump start the override!"

"No, don't it's going to flare!" He connected the two cables and there was a massive BANG! Sparks flew and electricity pulse through the cables, and Jack consequentially. He dropped them and collapsed. Unfortunately, a similar fate befell the mare inside the irradiated chamber, but worse. The radiation disintegrated her in less than a second.

Everypony in the lab froze for a split second, then Nightengale rushed over to the fallen stallion. "I've got him!"

"Chan, don't touch the wires, tho," Chantho said, kicking one of the sparking cables away. Yana bowed his head, "I'm so sorry."

"That room is filled with radiation yes?" asked the Doctor, almost completely unfazed. Gale began doing mouth to mouth on Jack as he said this.

"Without the couplings, the engines wills never start," he sighed, "it was all for nothing."

"I don't know about that." The Doctor grabbed one of Gale's hooves and pulled her away from Jack, "Gale, just leave him."

"But you've got to let me try!"

"Come on, just come on. Leave him alone. Now, Professor, correct me if I'm wrong but no pony can enter that room without dying, correct?"

"Yes, that's correct." The Doctor looked over at his friend, just in time to see him gasp for breath and jerk forwards, almost scaring the life out of everypony in the room. He looked around at the shocked faces. "I think I just found the pony for the job."

"Was somepony kissing me?" Jack asked, confused. A minute later and the Doctor and Captain were racing through the halls of the silo towards the small room, longcoats flying behind them like capes. They skid into the control room, where Atillo was still in shock of having his friend disintegrated.

"Lieutenant, get on board the ship," ordered the Doctor. "I promise, you're going to fly."

"The chamber's flooded!" he protested.

"We found a way to trip the system, now go!" The Lieutenant nodded and galloped out of the room. The Doctor began to work frantically to unlock the door, at the same time, Jack was pulling off his coat. "Why're you taking your clothes off?"

"I'm going in!"

"From I've seen, stet radiation effects organic matter, not clothing."

"Well I look good anyway," he said with a smirk. "How long have you known?"

"Ever since I ran away," the Doctor replied.

* * *

><p>Nightengale typed rapidly on the keyboard, trying to reconnect with downstairs. "We lost connection when that thing flared up. Doctor! Doctor are you reading me?"<p>

"_Receiving yeah! He's inside."_

"Still alive?"

"_Yep."_

"But he should've been incinerated!" protested Yana. "What sort of stallion is he?"

"Barely know him," Gale replied. "The Doctor sort of travels through time and picks ponies up. Oh, I make us sound like stray dogs. But, I guess we kind of are."

"He, travels in time?" the Professor asked, stunned.

"Don't ask me to explain it," she continued. "That's a Tardis, that blue box thing, the golden carriage of time travel." Yana looked at the blue box, voices whispering in his ear, owe distant memories calling back with he sound of drums. And one word, over and over, Tardis, Tardis, Tardis.

* * *

><p>"When did you first realize?" Jack looked up from he coupling he was trying to plug in. The Doctor was leaning against the door, head in the window.<p>

"Gaia, 892," he answered. "A dragon thought I was trespassing and roasted me. Then I woke up. Thought it was a little strange, but then it never stopped. Timberwolf attack, lightning strike, misdirected attack spell, took a while, but eventually it kicked in. I was the stallion who couldn't die. And all that time, you knew?"

"That's why I left you behind," the Doctor replied, waving a hoof. "It's not easy even looking at you. Jack, because you're wrong."

"Thanks," he replied sarcastically as the coupling dropped into place. He stepped over and started on the next one while the Doctor continued. "You are! I can't help it, I'm a Time-Pony, it's instinct. You're a fixed point in time and space, you're a _fact. _And that's never supposed to happen. Even the. Tardis rejected you, flew all the way to the end of the universe to try and shake you off."

"So, what you're saying is, you're prejudiced?" They both chuckled, "I never thought of it that way." The next coupling dropped into place, "Shame on you." Jack's tone turned serious, "The last thing I remember, from when I was mortal, I was facing three Daleks. Death by extermination. Then I came back to life. What happened?"

"Roseluck."

"Thought you sent her back home."

"So did I. She opened the heart of the Tardis and absorbed the Time Vortex."

"What does that mean?"

"Well, if a Time-Pony did it, he'd be like a vengeful Alicorn. But she was just an Equestrian. And what she did, it was so equine. She brought you back to life but she couldn't control it, she brought you back to life forever. That's something, I suppose. The final act of the Time War was life."

"Think she could fix me?"

"I took the power out of her. She's gone Jack, not just in a parallel world, she's trapped there and the walls have closed."

"Sorry."

"Yeah."

"I visited her neighborhood a few times, just to watch her. Also, accidentally ran into you at the royal wedding, guess that explains why she sort of recognized me."

"Oh so that was you. Huh, I was wondering." They shared a small smile, "Jack, do you _want_ to die?" He didn't answer the question, just kept trying to close the last coupling. "Ooh, this one's a bit stuck."

"Jaaack."

"Thought I did, but you come out here and see these ponies, still going, I don't know."

"You might be out there somewhere."

"I could go meet myself."

"Only pony you'd ever be truly happy with."

"This new regeneration, it's kind of cheeky." The Doctor's smile got a little bigger.

* * *

><p>"I never understand a thing he says," Nightengale muttered as she and Chantho watched. Chantho glanced back at the Professor, who was looking at the Tardis in a strange way, in fact, he was crying! She walked over to him, "Chan, professor, are you alright, tho?"<p>

"What's wrong?" asked Gale, standing.

"Time travel," Yana muttered. "They talked about time travel in the old days, I never believed. Stupid old man, never could keep time. Always late, always lost, even this thing never worked." He pulled a small golden pocket watch from his pocket, looking at it sadly. The watch was, frighteningly familiar. Nightengale paled, remembering what the Doctor had done to himself to hide from the Family.

"C-could I take a look at that?" she asked, gesturing to the watch.

"It's only an old relic, like me," Yana replied somberly. Gale levitated it out of his hoof and looked at it closer, "Where did you get it?"

"I was found with it."

"Found? How do you mean?"

"A tiny colt in a storm. I was found on the coast of the Silver Devastation, abandoned with only this."

"Have you ever opened it?" she asked, worried.

"Why would I?" countered Yana. "It's broken!"

"But how do you know if you've never opened it?"

"It's stuck, old, I don't know!" She turned it over, finding swirling designs similar to the ones on the Doctor's own pocket watch. She gave it back to Yana, who looked at her oddly, "Does it matter?" Gale shook her head, "No, not at all. Well, everything looks good up here, I'm going to go see if the Doctor needs my help."

She smiled a fake smile and trotted out of the lab. Once a safe distance away. She broke into a full gallop, racing downstairs. Just before she arrived, Jack put the last coupling in place and galloped out. The Doctor pushed the door shut and rushed over to the telephone. "Lieutenant, is everypony onboard?"

"_Ready and waiting._"

"Good,I it ion in two minutes."

"_Ready to Launch, outer doors sealed."_ Jack pulled on his coat and the duo began working swiftly on the computers. Gale galloped in, out of breath, the Doctor looked up in surprise. "Oh! Don't worry, we're nearly there. The hoof print, it's a gravity pulse. Engines stamp down rocket shoots up, bit primitive, and it'll take Jack and I to keep it stable."

"Doctor, it's the professor," she gasped. "He's got a watch, a fob watch, same as yours! Same writing same everything!"

"Don't be ridiculous," the Time-Pony retorted, turning dials rapidly.

"I asked him!" she protested, "he said he'd had it his whole life!"

"So he's got the same watch," Jack called with a shrug, typing something on the computer.

"But it's not a watch, it's this chameleon thing-"

"Chameleon Arch," corrected the Doctor. "Rewrites biology, changes a Time-Pony into a regular pony."

"And it's _the same watch_."

"It can't be," he insisted. An alarm began blaring, warning those on the ground of ignition.

"That means he could be a Time-Pony!" Jack said excitedly. "You might not be the last one."

"Jack keep it level!"

"But isn't that brilliant?" asked Gale.

"Yes it is, course it is, just depends on which one," he replied stiffly, flipping a row of switches in one swipe. "Brilliant, fantastic, sure but the Time-Ponies died. All of them."

"Not if he was hiding on Gaia," Jack countered, tossing a key to the Doctor. He caught it and put it in a slot on the machine, activating something else. He turned to Nightengale, looking her in the eye, "What did he say Gale? What did he say?"

"He looked at the watch like he could hardly see it," she replied. "Like that perception filter thing."

"What about now? Can he see it now?"

* * *

><p>The cold metal of the watch had long since warmed, resting in his hoof as he stared at it. Yana couldn't take his eyes off the device, it was as if a unicorn had used magic and frozen him place. At the same time, the drum beat got louder, with it came voices, familiar, but distant.<p>

"_The Tardis, time vortex, regeneration."_

_"The drums, the drums, the never ending drumbeat. Open me you equine fool!"_

_"Destroy him! And you will give your power to me!"_

_"Open the light, summon me and recieve my majesty."_

"Chan, professor, won't you take some rest tho?" asked Chantho, concerned for her friend. He didn't respond, his gaze never wavering from the golden watch. Slowly, his magic glowed, and the watch popped open. Golden light burst out, a destructive beam of bright energy, swirling with blues that weren't supposed to be there, that forced their way back into their body.

* * *

><p>"<em><strong>Thirteen, twelve, eleven.<strong>_"

"If he escaped the Time War, it'd be the perfect place to hide," Jack said hopefully. "Nopony would look at the end of the universe."

"And think about what the Face of Boe said," Nightengale added, "His dying words, he said-"

"_**One.**_" The Doctor flipped one last switch and the roar of rockets drowned her out. The whole base shook around them as it took off into the sky, soaring towards Utopia. But what Gale said was relevant, the Face's last word were: "You are not alone." Those letters matched the name of a certain pony they knew, Y-A-N-A.

There was a moment of quiet as the rocket cleared the atmosphere. The Doctor raced over to the phone, "Lieutenant! Have you done it? Did you make it out?" Nothing but static, then the voice of an overjoyed stallion came through. "_Affirmative_! _We'll see you in Utopia!"_

"Good luck," he replied with a smile. The trio turned to leave the control room, just as the doors slammed shut in front of them.

* * *

><p>Yana let go of the lever, knowing exactly what he'd done and smiling slightly. Chantho stepped away from him warily, "Chan, you've just locked them in professor, tho."<p>

"Not to worry my dear," he replied smoothly. "As one door closes, another must open." He pressed a few keys, earning a gasp from his assistant. "Chan, you've lowered the defenses tho! Chan, the Futurkind will in tho!"

A computer began blaring as the barbarians broke through the front gates, racing towards the wide open entrance. Chantho watched, shocked, as her newest friends escaped the control room and only narrowly evaded the hungry Futurkind. They followed closely behind as the trio raced towards the the laboratory. She looked over at the Professor, who was still working away on the computers. She reached behind one of the computers, grabbing something she'd hoped she never would have to use.

"Chan, I'm sorry professor, but you're destroying everything we worked for tho," she said, raising the pistol towards him. Yana looked over, and his smile only grew. His magic lit as he spoke, "Good, now I can say I was provoked." He raised a sparking wire towards her, the same one that Jack had died connecting with its partner. Chantho's eyes widened in shock and she almost dropped her gun.

"Did you never think, all those years, working by my side, never think to ask about the watch?" he asked, his tone changing from smooth to deadly angry in a split second. "Never? Did you not once consider that you could set me free?"

"Chan, I'm sorry tho. Chan, I'm so sorry-"

"You, with your stupid chans and thos driving me insane!" She backed away, he only followed, pulling the live cable with him.

"Chan professor please-"

"That is not my name!" he roared, backing her into a desk. "The Professor was an invention, so perfect I forgot who I was."

"Chan, who are you then, tho?" He smiled again, "My name, is the Master." She had no chance to reply before he thrust the live wire at her, zapping her right in the chest and causing her to drop to the ground, nearly dead. He tossed the cord aside, grabbing instead with his magic the jar that Jack had brought. The master trotted over to the Tardis, putting it by the console before returning to the lab.

"Professor!" shouted a voice from outside the locked doors. "Professor! Where are you? Professor are you there? Let us in! Please I need to explain! Don't open that watch!" He rolled his eyes, removing the navigational matrix from the computer, ensuring that the rocket never found Utopia. He chuckled, throwing it away, "Utopia, hah."

"They're coming!" he heard Gale shout.

"Professor please let us in!" yelled the Doctor. The Master didn't listen, even as all three of them began to beg he ignored them. He grabbed the cable connecting the Tardis and pulled, once, twice, it was really attached. It disconnected, making him stumble back a little. He reeled it out of the blue box and tossed that aside too.

**BANG! **He turned just in time to see Chantho collapse, dead, dropping the gun. Then the pain hit, full blast, right on the side of his abdomen. He hissed, "Blast!" A banging sound came from outside, they were smashing the control panel. Limping, the Master walked towards and into the Tardis, shutting the door shut behind him.

The lab door slid open, the Doctor raced in, Jack and Gale started to push the door shut, Futurekind racing towards them. But just as he reached the door, key at the ready, the lock shut tight. "No!" he slammed the door with both hooves.

"_Deadlocked_," said a voice, raspy slightly.

"Let me in!" shouted the Doctor. Gale rushed over to Chantho, checking rapidly for a pulse, "No, she's dead."

"I broke the lock! Gale give me a hoof!" shouted Jack, pushing with all his might to keep the Futurkind out. She ran over and helped, trying to stay out of their reach at the same time. The Doctor stared at the Tardis, "Please, I'm begging you, everything's changed! It's only the two of us now!"

* * *

><p>"Killed by an insect," the Master growled, holding his side in pain."A mare! How innapropriate. No, matter. If the Doctor can be young and healthy, then so can I!" His skin glowed gold, flashing for a split second before exploding out of him, forming the bubble of golden blue light that filled the Tardis, but strangely didn't destroy anything. The Doctor watched, dumbstruck outside, until the glow faded.<p>

The new Master dropped onto his hooves, his old shirt hanging off like an old pajama shirt. He shook it off, new yellow hair flopping ain his eyes, a nice match to his bright orange coat.

"A hahaha!" he crowed. "Now then, Docto-oh! New voice, hello! **Hello.** _Hello!_ A-ny way, why don't we sit and chat while I tell you my whole plan then watch as you think of a way to stop me. I don't think-"

* * *

><p>"Hold on," Gale muttered, "I know that voice!"<p>

"I'm asking you properly, just stop! Just think!" the Doctor begged.

"_Use my name,_" the Master ordered.

"Master. I'm sorry." He heard a chuckle, "_Tough_!"

"I can't hold out much longer Doctor!" shouted Jack. The Time-Pony pulled out his sonic screwdriver, activating it a split second before the familiar sound of his time machine's rotor echoed around them. Sparks flew from the console inside, throwing it sideways before taking off to whenever.

"Doctor stop him!" begged Gale. "They're getting in! Doctor!"

_To be continued in The Sound of Drums..._

**Me: sorry for being late, etc. etc. High school has started and it looks packed. What I said about the extension, I'll try to hold the two weeks as long as I can but I don't know. Anyways, until next time!**

**Wholock, out.**


	14. Episode 13, Sound of Drums

Doctor Whooves

_Sound of Drums_

**From here on out, because my life has literally done a complete one eighty in the free time department, meaning now I've got none, and we're doing roughly three week updates... Yeah not so cool. But, good news, we're still going!**

"Hold still, I've almost got it."

"Doctor they're getting in!"

"It's not going to work, it hasn't for years!"

"Because you didn't have me, Gale grab hold!"

**Ka-zap!**

_Hoofdon, November, 1003._

Between two large buildings, in an alley where a few trash and and a stray cat made their home, a sudden wind disturbed the peace. Between two bins, a large blue vortex appeared, spitting out three ponies frozen in position. The Doctor was holding Nightengale's hoof to Captain Jack's vortex manipulator, the two of them were in position holding back the door so the Futurkind couldn't get in. The vortex vanished and they collapsed.

Gale clutched her head and groaned, "Oh my head..." The Doctor shook his head vigourously, "Ug, time travel without a capsule, killer." Jack stretched a little, his wings popping back into places. The Doctor looked towards the street and nodded, "Come on, this way."

They trotted out to the street, where average ponies were going about their day. Jack looked around and smiled, "At least we made it, Gaia by the looks of it, 1003. Talk about lucky."

"That wasn't luck," the Doctor corrected. "That was me." Jack rolled his eyes, "Moral of the story, if you're stuck at the end of the universe, make sure you've got an ex-Time Agent and his vortex manipulator."

"But this Master bloke," Gale said, interrupting, "he's got the Tardis, he could be anywhere in time and space."

"No, he's here," the Doctor said strongly. "Trust me."

"Who is he anyway?" she continued curiously. "That voice, it wasn't the professor."

"Must've regenerated," Jack explained.

"What does that mean?"

_Taptaptap-tap._ The Doctor looked around, searching for the source of the strange tapping.

"It means he's changed his voice, face, body, everything."

_Taptaptap-tap._ It was a pair of fillies, playing some sort of clap game, but it was the same rhythm, over and over.

"A new stallion."

"Then how will we find him?"

"I'll know him when I see him," the Doctor pipped, looking away from the foals. "Time-Ponies always do." Gale tapped her forehead in thought, then her eyes widened in surprise. She jumped to her hooves, "But if he could be anypony, and we missed the election... But it can't be!"

"Extra extra! Read all about it! New prime minister, can he hold up to his promises?" called a news colt.

"I said I knew that voice," Gale said, shocked, as the Doctor walked over to the colt. "I've heard it before, loads of times. And I've seen him, we all have! That was the voice of a Counter Clockwise!" The Doctor brought one of the newspapers over, and sure enough, he recognized the stallion on the front page, "That's him, he's the Prime Minister." He read further into the article, "The Master is the Prime Minister of Hoofdon, the Master and his wife?"

Beneath the front page photo was a caption, more accurately, a quote: "_This city is sick, this city needs healing. It needs medicine, and care. In fact, I'd even go so far as to say, this city needs a doctor."_

**Theme song!**

Ah Downing Street, been a long time since we went there eh? The doors were wide open, welcoming in the new Prime Minister and his wife. Miss Clockwise was a thin thing, light purple coat with a darker mane streaked with white, her cutie mark was, a few gems grouped together, her name was Opal. As she and, well, we'll call him Counter Clockwise for now, entered the building, ponies handing him folders left and right, a steady pile was growing on his back.

He looked back at Opal, who smiled, "Oh Clocky, I'm so proud of you."

"Thanks sweetheart," Clockwise replied, giving her a quick kiss.

"Um, excuse me, sir?" asked a voice, he turned around, where Sparrow, Nightengale's sister, was standing. "If you don't mind me asking, I'm a bit new but, what exactly am I supposed to be doing?"

"Oh yes! I'm sorry, what was it?"

"Sparrow, sir."

"Sparrow, well, you just stand there and look gorgeous," he replied with a smirk, trotting into the cabinet room and shutting the door tight behind. All around a large table, boring looking politician ponies sat, watching him expectantly. Clockwise cleared his throat, "Well then, glorious day. Downing Street rebuilt, the Cabinet in session, let the work of government begin!"

He grabbed the files on his back and tossed them across the table, earning a few disapproving glances. He smiled a little and sat down, "Oh come on. That was funny, at least crack a smile."

"That was very funny sir," not of the mares said in a drawling monotone voice, "there is the matter of policy, which we have very-"

"No no no," Clockwise said, cutting her off. "Before we start all that, I'd just like to say, thank you. Each and every one of you, thank you... You ugly bunch of fat sniveling traitors." There was a general gasp, the mare who'd spoke before made a face, "Again sir, very funny but-"

"That, wasn't funny," he said, tone dropping drastically. "I guess I'm not making myself very clear. Funny, is like this-" He smiled widely, eyes huge with excitement. "Not funny is like this," a deep scowl. "And right now, I'm not like this-" ridiculous grin, "I'm like-" furious scowl. "Because all of you are traitors! Yes you are! As soon as you as we votes swinging _my_ way! you abandoned your parties and hopped on the Clockwise bandwagon. And now, you'll get what you deserve."

Clockwise sat back down, dusted off his tux, reached under the table, and pulled out what looked like a plastic mask. It had a tube coming from it though. He strapped it on the end of his muzzle and leaned back, watching as his fellow cabinet members got very confused.

"Um, sir, what is that?" asked one of them.

"Is ha as ask," he replied, voice distorted.

"A what?" He rolled his eyes and pulled up the mask, "I said, it's a gas mask."

"A gas mask? What for?"

"Da gash."

"Excuse me?" He groaned angrily and pulled off the mask again, "It's for the gas."

"What gas?" The Master grinned behind his gear, "Dis gash." Vents opened up in the ceiling and white mist began pouring out. The cabinet members panicked and tried to run, only to find their hooves too heavy to move. The fast acting potion began turning each of them into stone, fascinating statues of fear.

"You're insane!" somepony shouted as their mouth froze shut. The Master nodded, tapping out a rhythm on the table. _Taptaptap-tap, taptaptap-tap, taptaptap-tap._

* * *

><p>Nightengale breathed a sigh of relief as they entered her flat, "Home." The Doctor went almost immediately to action mode. "What have you got? Computer? Laptop? Anything will do." Gale nodded at the desk, where her rather cumbersome laptop was plugged in. She sat down in front of it and began the process of turning it on. Jack grabbed a home phone of a charger and began dialing.<p>

"Jack who're you phoning? You can't tell anypony we're here."

"Just some friends," he replied, setting the phone down, "But there's no reply."

"Here you go," Gale interrupted, getting out of the way so anypony who needed to could use the computer. Jack sat down, "I'll pull up the Clockwise websites, you'll see, he's been around for around for ages."

"It's so weird though," Gale pipped, looking around her flat, "Because, it's the day after the election, that's only four days after I met you!"

"We went zooming around the universe and he was here all this time," the Doctor remarked, with a sigh.

"You going to tell us who he is?" asked Gale, crossing her forehooves expectantly. THe Doctor made a face, "He's a Time-Pony."

"What about the rest of it?" she continued, "I mean, who'd call themselves, 'the Master'?"

"That's all you need to know," he answered, looking over Jack's shoulder at the laptop. Gale rolled her eyes and picked up the phone Jack had discared. SHe dialed for the voice messages.

"_Gale! You're never going to believe this, I got this new job and they just phoned me-_" Sparrow's message was cut short as Gale turned it off with a groan, "Like it matters anyways."

* * *

><p>Speaking of Sparrow, while waiting at Downing Street, trying to figure out what she was supposed to do, a purple pink unicorn mare pushed past her towards the room where miss Opal Clockwise was. Sparrow stammered, "I'm sorry, but you're not allowed in-" The mare flashed an ID at her, "Counter Clockwise, an earth pony Celestia, it's the definitive piece I think, on the stallion himself." She had a nasally vocie that was rather irritating, "Oh come on sweetie, you must've read it."<p>

"Not really, sorry, I'm new," Sparrow said, following her uneasily.

"Mister Clockwise does like a pretty face," the reporter replied. "But I'm here to see Mrs. Clockwise."

"You can't just go barging in-" the mare ignored her and shoved through the large double doors. Opal looked up in surprise, and some shock. "Mrs Clockwise!" the reporter cheered, "I'm Headliner of the _Crystal Mirror_, you've heard of me?"

"Oh can't I just have an hour to myself?" she asked tiredly, "It has been one hell of a day."

"Strike the iron's while they're hot I always say," Headliner replied with a false smile. "Opal, I can call you Opal can't I? Now, everypony's talking about Counter Clockwise but I though, what about the wife? All I need is twenty minutes."

"Oh, I think we should wait," Opal tried to say.

"The headline's waiting to print, 'the Power Behind the Throne'." She looked intrigued, "Really?"

"Hoofdon's First Mare."

"Gosh."

"Front page," Headliner added with a smirk.

"Oh well, I suppose," Opal muttered, before breaking into a smile, "Oh go on then! Twenty minutes."

"Excellent!" Headliner cried. "Thank you." She turned to Sparrow, handing her a bag full of miscellaneous things, "Go on, uh, what was it? Er, Sparrow, now can you please leave us alone?"

"Aren't I supposed to sit in?" she asked uneasily, taking the case in her magic.

"No no it's just a profile piece," the reported explained, shoving her out the door, "You know, hair, clothes, and the nonsense. There's a good foal, out you go!" Headliner shut the door, then looked back at Opal, who was still smiling.

"Mrs. Clockwise," she said gravely, "I have reason to believe you are in very great danger. All of us in fact. Not just our city, but the whole world." Opal made a face and rolled her eyes, "No! I beg of you, hear me out."

"What're you talking about?" she asked.

"Your husband is not who he says he is," Headliner explained grimly. "I'm sorry, but it's a lie, everything's a lie."

* * *

><p>"<em>I'm voting for Clockwise! We know <em>_**exactly**_ _what makes him tick."_

_"Go Counter Clockwise! Win this thing!"  
><em> The Doctor frowned as the videos finished, scrolling through the website. Behind him, Jack cleared his throat, "Former Minister of Defense, came into prominence when he shot down the Racnoss on Hearth's Warming Eve, nice work by the way."

"Oh? Oh thanks."

"But he goes back years," Nightengale protested, coming into the room freshly dressed and showered. "He's famous! Everypony knows his story. Look." Using her magic, she clicked on an icon on the laptop. "Canterlot University, soccer champ, won the athletics thing, wrote a novel, went into business, marriage, everything. He's got a whole life!"

* * *

><p>"All of it, the school days, his degree, even his mother and father, it's all invented," Headliner explained, holding papers for Opal to see. "Look, Counter Clockwise never even lived in Canterlot, there was no Counter Clockwise. The thing is, it's so obvious but nopony's noticed, it's as if he's mesmerized the entire world."<p>

"I, I think you should go now," Opal stammered, looking dazed and scared.

"Eighteen months ago, he became real," she continued, pulling out a picture of him in suit and tie. "This is his first honest to stars appearance, just after Parliament was kicked out of office. And at the exact same time, they launched the Hydra Network."

"miss Headliner, stop it please," Opal said harshly.

"Even now they've said the cabinet has gone into seclusion! What does that mean, _seclusion?_"

"How should I know?" Headliner pulled out even more files, still talking away, starting to sound frantic, "I've got plenty of research on you though, good family, excellent dressmakers, but pretty much harmless. And that's why I'm asking you Opal, no, I am begging you, if you have seen or heard anything, even the slightest thing that would cause you to doubt him, please tell me." Opal stared at the reporter, and somethign changed.

She stiffened a little, the dazed look clearing slightly, "I, think-" Headlinder leaned forward, "Yes?"

"There, was a time, when we first met," Opal explained quietly. "I had wondered, but he was so good to my parents, and he said..."

"What? Please tell me Opal," Headlinder insisted, setting her papers aside.

"The thing is, I made my choice," her gaze hardened again, "For better or for worse. Isn't that right Clockwise?"

"My faithful companion." Headliner looked up in surprise, to where th Prime Minister was standing, leaning against the wall, a slight smile on his lips. Headliner jumped to her hooves, "Oh! Prime Minister, Mister Clockwise, I was just h-having a little joke with Op-pal," she stammered, collecting her things rapidly. "I didn't mean-"

"Oh, but you're right," he said, walking around the room's couch, standing in front of the window instead. Headliner stopped and stared at him uneasily. "Counter Clockwise doesn't exist."

"Then tell me," the reporter began, "who are you?"

"I am the Master," he said simply, the smile never faltering. He lifted a hoof, "And these are my friends." Three black orbs appeared out of nowhere, hovering around his head. Each one's surface was covered with carved lines in maze like patterns, large cuts divided it into two halves, and the top half in two as well. Glowing blue blight seeped out of these cuts, and tinkling little voices laughed. Headliner did a double take, "Wh-what?"

"Can't you hear it, Headliner," asked the Master, his smile dropping.

"What do you mean?"

"The drumbeat," he answered grimly. "The drums, coming closer, and closer." Headliner backed away, her papers left behind. THe orbs followed, "The pony doesn't like us," one said sadly.

"Silly pony," chattered another as long silver spikes extended from it's bottom half, the others followed suit.

"Dead, pony," snapped the last one. The Master grabbed Opal and pulled her out of the room as the orbs began their task, and Headliner began screaming. He pulled the door shut, the sound shut off, Opal was pale and breathing heavily. He glanced at the door, and pushed it open a little, only to wince and shut it when the screams were still going.

"Clockwise, she knew!" gasped Opal. "She knew everything! You promised, you said Hydra was one hundred percent!"

"Ninety nine," he replied, hurt. "Er, ninety eight."

"But if she's asking questions, then who else?" she asked desperately. "How long have we got?" The Master frowned, then held out his hoof. Opal took it and he wrapped her in a hug, kissing her forehead, "Tomorrow morning, I promise. That's when everything ends."

* * *

><p>Jack pulled the tea bags out of the three mugs, then balanced them carefully on his wing, bringing them into the other room. "But he's got the Tardis, maybe the Master went back in time and has been living here for decades."<p>

"No," replied the Doctor, still looking at the computer. Jack handed a mug to Gale, "Why not? It worked for me." He passed a mug to the Doctor, who took a sip and began explaining. "When he was stealing the Tardis, I did the only thing I could and sealed the coordinates. Permanently. So now he can only travel between the year one hundred trillion and the last place the Tardis landed, which is right here right now."

"Yeah, _right now_," Jack said sarcastically. "Little leeway perhaps?"

"Uh, eighteen months, the longest he could've been here is eighteen months," the Doctor replied, a bit miffed. He looked back at the laptop, shaking his head, "But how has he managed all this? The Master was always sort of, hypnotic. But this is on a massive scale."

"I was going to vote for him," Gale said softly. The Doctor looked over, so did Jack. "Really?"

"Well it was before I even met you, I liked him."

"Me too," admitted Jack.

"Why do you say that?" asked the Time-Pony curiously, "What was his policy? What did he stand for?" Gale thought for a moment, then a look of surprised dawned on her face, "I don't know. He just, sounded good." She started tapping her hoof in thought, _taptaptap-tap._ "Like you could trust him. Just nice." _taptaptap-tap. "_He spoke about, well, I can't really remember. But it was good." _taptaptap-tap._ "Just the sound of his voice."

"What's that?!" snapped the Doctor suddenly, noticing what she was doing with her hoof. She stopped, shocked, "What?"

"That tapping, with your hoof, that rhythm!"

"It's just, I don't know!" she protested. "It's nothing!" Suddenly, a loud trumpeting fanfare blared from the laptop, a message popped up that read: "_Clockwise broadcast on all channels._" Jack flicked on Gale's radio, she didn't have a TV, and a familiar voice began speaking.

"Our lord and master is speaking to his kingdom," muttered the Doctor.

"_Fillies and gentle colts,"_ the Master said, you could almost hear his smile, "_what extraordinary times we've had! Just a few years ago we were so small. Then they came, falling from the skies, you've seen it just as I have. Clockwork's Tower destroyed the spaceship of Hoofdon, those ghosts and metal ponies, the star that came to kill, time and time again and you were told nothing._

_"But not now, not Counter Clockwose, because my purpose here today is to tell you this. Citizens of Hoofdon and Equestria, I have been contacted._" The voice changed to a more feminine voice, laced with static.

_"Ponies of Gaia,"_ it sang, "_we come in peace. We bring gifts! Technology and wisdom! All we ask in return is your friendship."_

"_Aw bless,"_ said the Master. "_The species has identified themselves, they're called the Toclafane."_

"What?" scoffed the Doctor.

"_And tomorrow morning they will appear, not in secret, but to every one of you. A diplomatic relationship with a new species will begin. A new age for every school teacher, scientist and Mage. Every farmer, racer, and dress maker. To every, oh, I don't know, every medical student, captain and doctor!"_

The radio began to spark violently. "Out!" shouted the Doctor. They grabbe the necessities, laptop included, and made a break for the front door. Just as they'd raced outside the whole room exploded, flames leaping out the window. Gale skidded to a stop, eyes wide with utter shock. She whipped out her special phone and dialed her mum's house.

"Alright?" asked the Doctor worriedly. Jack nodded, "Yeah."

"Gale what're you doing?"

"He knows about me, what about my family?" she replied, waiting for the phone to pick up.

"You can't tell them anything-"

"I'll do what I like," she snapped as the other line picked up. "Mum! Oh my goodness, you're alright!"

"_Course I'm alright,"_ her mother Cardinal replied, sounding concerned, "_are you okay sweet heart._"

"Fine," Gale lied. "Has anypony been asking about me?" There was a pause, a very not good kind of pause. "_Nightengale, I think perhaps you should come round._"

"I can't, not now," she glanced at her friends.

"_No, but, it's your father, we've been talking and, well, decided we might give it another go."_ Gale laughed, "Dont be ridiculous! Since when?"

"_Just come round, we can talk about it and, celebrate."_

_"_But you said you'd never get back with him, not in a million years."

"_He's right here. Ask him yourself."_ There was a shuffling sound and her father, Eagle, spoke. "_Gale, it's me."_ Something sounded off.

"Dad? What're you doing there?"

"_It's, like you mother said,_" he explained, a bit stiffly, "_Come round we can explain everything."_ Gale sighed, biting her lip, "Dad, just say yes or no, is somepony there?" Another silence, "_Yes! Gale, run!"_ The other line was consumed with the sound of shouting, then the line went dead. Gale growled and put in her pocket, "I've got to help them."

"That's exactly what they want, it's a trap," the Doctor warned her.

"I don't care," she snapped. She turned and galloped down the road full speed, the Doctor and Jack shared an uneasy glance before running after her. They wove through traffic, dodging carts and taxi carriages through the city.

Soon, Gale rounded the corner just down the street from her mother's house, and skidded to a stop. A large metal carriage was parked outside the house, armed soldiers with crossbows stood at the ready, a mare in a tight black suit was watching as two of the guards shoved Gale's mother into the steel carriage. The Doctor and Jack joined her just as they were noticed.

"Gale!" screamed Cardinal, "Get out of here now!"

"Target identified," the mare in the suit said. The soldier raised their crossbows. The Doctor put a hoof on Gale's shoulder, "Gale, come on, we've got to go."

"Take aim!"

"Gale, now!" She scowled, but nodded.

"Fire!" As the arrows were released they turned and ran again, the soldiers not pursuing.

"This is all your fault!" Gale shouted as they ran. "Only place he go is Gaia! Brilliant Doctor!" Jack stopped flying and looked over the side of a bridge, "Guys! We should ditch the roads, this way!" They ran down under the small bridge just in time to hear police sirens race by overhead. Gale pulled out her phone again, rapidly dialing her brother's house. When that didn't pick up, she tried his best friend Boxer's, this one actually rang.

"Gale, come on," urged Jack. She shushed him as it picked up.

"_Hello?"_

"Hawk! Oh my gosh you're okay. Where are you?"

"_At Boxer's, in Manehatten. Hey did you see that thing about the aliens on the news?"_

"Yeah, but, just listen to me, don't go home, don't call mum or dad, you've got to hide."

"_Gale, c'mon, stop fooling around."_

"On my life, you've got to believe me."

"_Ooh, a nice game of hide and seek."_ Gale froze, she knew that voice. "_But I will find you Nightengale. It's been a long time since we've seen each other. What, one hundred trillion years?"_

"You let them go," she growled, "you let them go or so help me I'll-" the Doctor snatched the phone from her, earning an angry look, but he answered it instead, "I'm here." There was a moment of silence, as if the Master was totally shocked his archnemises had the phone.

"_Doctor,"_ he said.

"Master."

"_Heh, I like it when you use my name."_ The Doctor rolled his eyes, partially glad Jack hadn't heard that. "You were the one who picked it, psychiatrist's field day."

"_As you chose yours, a pony who helps others. How sanctimonious is that?"_ The Doctor didn't reply for a moment, "So, Prime Minister."

"_It's good isn't it?"_

"Who are those creatures? Because there's no such thing as the Toclafane, they're just a made up story."

"_Do you remember the stories about the Toclafane Doctor?"_ asked the Master, dodging the question. His voice changed, becoming bitter. "_From when we were foals, back home. Where is it?"_

"Gone."

"_How can Gallopfrey be gone?"_ the other Time-Pony demanded.

"It burned."

"_And the Time-Ponies?"_

"Dead. And the Daleks, more or less. But what happened to you?"

"_I was only resurrected because they knew I'd be the perfect warrior for a Time War. I was there when Dalek Emperor took the cruciform. I saw it and, I ran. I ran so far and hid. Making myself equine so they'd never ever find me, because I was scared."_

"I know."

"..._All of them? But, not you... So that means-"_

"I was the only one who could do it," he admitted, "and I tried everything I really did."

"_What did it feel like though?"_ asked the Master teasingly. "_Two almighty civilizations burning at your hoof."_

"Stop it," snapped the Doctor.

"_You must've been like an alicorn!"_

"But I've been alone ever since! Not anymore though, don't you see? We've only got each other now."

"_Are you asking me out on a date?"_

"You could stop this right now, we could fight anywhere across the stars but not here, not Equestria." He could almost hear the Master's smile, "_Too late._"

"Why do you say that?"

"_The drumming,_" the Master replied darkly. "_Can't you hear it? I thought it would stop, but it never, ever does. Inside my head, the drumming Doctor! The constant drumming."_

"Please," said the Docotr, "Let me help you."

"_It's everywhere,_" the madpony continued. _"Listen, listen!_" Not too far away, a young colt listening to music began to tap his hoof against the pavement. _taptaptap-tap. taptaptap-tap._ The Doctor stepped back in shock, "What have you done? Tell me how you've done this! What are those creatures?" The Master laughed, "_Oh look, you're on TV, and the radio!"_

"Stop it. Answer me!"

"_No, really. You're on telly, you and your little band which, by the way, has currently earned a seat at the 'Most Wanted' table."_ Sure enough, the TV's in a nearby store were showing all three of them under the banner, "Armed and Extremely dangerous." Gale was watching, eyes wide with shock. Jack looked at the Doctor, hoping for answer, but he was just as surprised.

"_You're public enemies numbers one, two, and three,_" the Master continued casually. "_And you can tell handsome Jack that I've sent his little team of on a wild goose chase through the Everfree forest, he won't be getting any help from them. So run along you three, but why don't you start by turning to the right._"

The Doctor looked to his right, where a bulky security camera was mounted on the walll. He whipped out the sonic and disabled it, "He can see us!"

"_Oo you public menace! Better start running."_

"He's got control of everything," the Doctor muttered.

"What do we do?" asked Gale.

"We've got nowhere to go," Jack added.

"Doctor, what do we do?"

"_Run Doctor! Run for your life!_"

"We, run."

"_I said, run!_" He returned the cell phone to Gale, and with no plan in mind, they took off down an alley. Galloping to who knew where, but away from the eyes of the Master.

* * *

><p>"<em>The Princesses are said to be irritated that Hoofdon alone has taken unilateral ac~"<em>

_"Tomorrow morning, Hoofdon will be welcoming~"_

The Master clicked through the channels, quite bored of all this political stuff. Until he reached on channel, with a foal's show on it about an explorer and a monkey. Curious, he watched it alittle, it was actually quite amusing, even when he didn't reply to the character's questions. After a few minutes of watching, one of his Toclafane appeared behind him. He glanced back, "Have you seen this? This planet's amazing. Young pegasi doing whatever they want, and she's what, six? That's parenting done well."

"Is the machine ready?" asked the orb, worriedly, flitting back and forth.

"Tomorrow morning," he replied, sipping his drink, "It reaches critical at eight oh two precisely."

"We have to escape!" it begged, "because it's coming sir! The darkness, the horrible never ending darkness. The terrible terrible cold! We have to run and run and run!"

"Eight o'clock tomorrow," he said again. "Go tell your ponies the world is waiting." The sphere vanished, taking the message with it.

* * *

><p>Warm bags floated in Nightengale's magic as she galloped through the drizzling night rain into an abandoned warehouse. In the center, a fire glowed in the darkness, the Doctor was sitting on the ground, using the laptop to research as much on the Master as he could, trying to put the pieces together. Jack was sitting too, messing with his vortex manipulator, but when Gale walked up her jumped to his hooves. "How was it?"<p>

"I don't think anypony saw me," she said, handing him one of the bags. "Anything new?"

"I've got this tuned into government wavelengths so we can follow what the Master is doing," he replied, tapping his wrist device.

"Yeah, I meant about my family," she said stiffly, handing the Doctor the third bag.

"It still says they were taken in for questioning," the Doctor explained, "tell you what though, no mention of Hawk."

"Not as daft as he looks," she said with a slight smile, which vanished a second later. "I'm talking about my brother, on the run. How did this happen?"

"Nice chips," Jack said, mouth full of food.

"They're not bad," the Doctor agreed. Gale rolled her eyes and sat down, digging into her own bag.

"So Doctor," asked Jack, "who is he? How come the ancient society of the Time-Ponies created a psycho?"

"And what is he to you?" asked Gale. "A colleague or-"

"A friend, at first," he answered.

"I thought you were going to say he was your secret brother or something." The Doctor stared at her, "You've been watching too much TV."

"All the legends of Gallopfrey made it sound so perfect," Jack said, confused.

"Well, perfect to look at maybe," the Doctor admitted. "And it was, absolutely beautiful. They used to call it the Shining world of the Seven Systems. And on the continent of Wild Endeavor, in the Mountains of Solace and Solitude, there stood the City of the Time-Ponies, the oldest and mightiest race in the universe, looking down upon galaxies below. Sworn never to interfere, only to watch."

Jack snickered, as if the Doctor had ever done that, and got a glare from Gale. The Doctor cleared his throat continued, "Foals of Gallopfrey, taken from their families at eight years old to enter The Acedemy. And some say that's where it all started, when he was a foal. That's when the Master saw eternity. As a novice, he was taken for initiation, the Equestrian equivalent to earning a cutie mark. He stood in front of the Untempered Schism, it's a gap in the fabric of reality through which can be seen the raw power of the Time Vortex. You stand there, just eight years old, staring at the massive power of time and space, just a foal. Some would be inspired, some would run away, and some, would go mad." He shivered and sat up, "I don't know."

"What about you?" asked Gale, gesturing to his hourglass. The Doctor smiled, "Oh, the ones that ran away. I never stopped." A beeping sound made them all jump in surprise, Jack scowled when he realized it was only his manipulator. He set his food aside and tapped it with a hoof, "Encrypted channel with files attached, don't recognize it."

"Patch it through the laptop," the Doctor suggested, setting his food aside as well. Jack looked up at him, "Since we're telling stories, there's something I haven't told you." It was obvious once he connected to the computer, the screen turned black and the familiar Torchwood logo appeared. The Doctor stiffened, "You work for Torchwood."

"I swear to you it's different, it's changed, there's only half a dozen of us now," Jack explained.

"Everything Torchwood did and you're part of it?" the Doctor snapped.

"The old regime was destroyed at the Observatory, I rebuilt it, changed it, and when I did that I did it in your honor." A video popped up on the screen, the Doctor took one last look at Jack and hit the play button. The screen changed, a mare was sitting in her cluttered office, it was Headliner.

"_If I haven't returned to my desk by 20:200, this file will be emailed to Torchwood,_" she said, looking into the camera. "_Which means, if you're watching this then I'm... Anyway, the Clockwise Files are attached. But take a look at the Hydra document, that's when it all started, when Counter Clockwise became the Minister in charge of the Hydra project."_

"What's the Hyrda Network?" asked the Doctor.

"I've got Hydra, everypony's got it," Gale said.

"It's an Internet and phone network," Jack explained. "It's gone worldwide, they've got fifteen satellites in orbit, even other networks, they're all carried by Hydra." The Doctor's eyes widened, "It's in the phones!"

He snatched Gale's mobile out of her magic and pulled out the sonic, "Oh I said he was a hypnotist. Wait wait wait, hold on." He smacked it once on the table, _beepbeepbeep-beep._ There it was again, "There we go, that rhythm, it's everywhere. Ticking away in the subconscious."

"What is it?" asked Gale, "Mind control?"

"No, no no no, it's subtler than that," he said excitedly, "any louder and ponies would question it. But contained in this rhythm, under layers of code, 'Vote Clockwise'. Whispering to the world. Oh yes! That's how he hid from me, because I should've sensed another Time-Pony on Gaia, but the signal canceled him out!"

"Anyway to stop it?" asked Jack.

"Not from down here. But now we know how he's doing it."

"And we can fight back," Gale added.

"Oh yes!" He didn't explain his plan, except for apologizing to Gale, before he began taking her laptop and special phone apart. Using the pieces from the machines, and each of their Tardis keys, he began to make something, using the sonic to weld the parts together. Once each was made, he put them on lengths of twine, or back on their original chain.

"What, exactly are you doing?" asked Jack after watching him work. The Doctor glanced up, "Making us a way to go undetected. Three Tardis keys, three pieces of the Tardis, all with low level perception properties because the Tardis is designed to blend in. Sort of. But now, the Hydra Network's got a second low level signal. Weld the key to the network."

He picked up a key and looked at Nightengale, "Gale you can see me right?"

"Yep."

"What about now?" he slipped the key on. Gale looked at him, but her eyes were pushed away. She blinked in confusion, looking back but having her sight dragged away a second time. It was starting to give her a headache.

"Up, hello! Over here!"

"It's like, I know you're there," she said, trying to keep her gaze straight on him, "But I don't want to know."

"And, back again," he pulled off the key and it stopped. "See? Just shifts your perception a tiny little bit. Doesn't make us invisible, just unnoticed." He grabbed his longcoat and pulled it on, "Oh! It's like when you fancy somepony but they don't even know you exist. Come on!" He put the key back on and took off. Gale watched him go, hurting because of what he'd just said. Jack shot her a glance as he put on his own key-necklace. "You too huh?" She nodded, put on the third key, and they chased after the Time-Pony.

He was waiting for them at the exit of an alley, once they'd caught up, they walked out into the public. Just as he'd promised, no one gave them a second look. "Don't run, don't shout," the Doctor warned, "keep your voices down. Draw attention to ourselves and the spell is broken. Just lay low."

"Like ghosts," said Jack as he dodged a couple out for a night on the town.

"Yeah, that's what we are. Ghosts."

* * *

><p>Just outside the city, in a secret location, the Master, Opal, and about fourty guards were awaiting the arrival of the Princesses. He bowed as Princess Luna trotted forward, "Your majesty."<p>

"Mister Clockwise," she said coolly. "I'm afraid my sister was not able to make it. But the Hoofdon Brigade will stand down, from here on out ERAD has control of this operation." (In case you missed it in series one, ERAD is Equestrian Research and Defense, just an fyi.)

"You make it sound like an invasion," the Master said.

"The First contact policy was decided in 989, yet you've gone and ignored it," she scolded.

"Well, you know what it's like, new job with all that paperwork," he joked. "I think it's down behind the couch. I did look, found a reciept, a sweet, a quill, and er," Luna was clearly getting impatient, "Er, have you met the wife?" Opal smiled awkwardly.

Princess Luna sighed, "Counter Clockwise, I am not sure what your game is, but there are policies to have you removed from office unless you are very very careful. Is that understood?" He nodded. "Good, to business, we've accessed your files on the Toclafane-" As the two of them discussed, they were not aware of the three ponies watching them from not far away.

"First Contact cannot happen within a kingdom, the sky base Valiant is enroute," explained Luna. "The rendevous will take place at Eight A.M."

"Soooo, you and Celestia are completely in charge?" he asked, bouncing slightly on his hooves.

"Since Hoofdon elected a foal, yes."

"It, still will be broadcast though won't it?" the Master asked hopefully. "I did promise and everypony will be watching."

"Of course, it is too late to pull out, so they will be watching Celestia and I, not you." Luna nodded once more, then turned and trotted away. The Master and Opal shared a smile, "Enjoy your last night dear princess," he whispered, earning a giggle from his wife. "We have a private carriage ready and waiting, and will be at the Valiant within the hour, my darling." Opal nodded then left with her security guard.

The Master spun around and sighed. He looked towards the trio, but slightly to the left and made a curious face. But as he did, a large armored carriage pulled up and his face lit up with a smile. The doors were pulled open and the ponies inside shoved out, Eagle and Cardinal, Gale's parent. She gasped and started to move forward, the Doctor placed a hoof in front of her, stopping her.

"But they-"

"Don't." She watched as they were pushed into another car, the Master laughing and taunting them the whole time. "I'm going to kill him," she muttered darkly.

"What say I use this perception filter to go over there and knock him out?" asked Jack.

"That sounds like Torchwood," the Doctor replied quietly.

"Still a good plan."

"He's a Time-Pony, that makes him my responsibility. I'm not here to kill him, I'm here to save him." Jack rolled his eyes, just as his manipulator device beep again. HE checked it and read off the information, "Sky base Valiant, it's an ERAD ship at 58.02 north, 10.02 east."

"How do we get on board?" asked Gale.

"Does that thing work as a teleport?" added the Doctor.

"Since you revamped it, yeah," Jack answered, typing in the data. "Coordinates set." He held out his hoof and they all grabbed hold, a second later, they blinked out of existence.

And reappeared miles away in the belly of a ship. Surrounded by metal and steam, it seemed as if they'd popped right into the engine room. Of course, thrown in three directions by celestia awful manipulator travel. Gale clutched her head, massaging it with a hoof as she stood, "Oh that thing is rough!"

"I've had worse nights," Jack said, brushing himself off. "Welcome to the Valiant." Gale looked around and happened to spy a conveniently placed porthole, bright morning light streamed in. "Hold on, I thought it was night, and that the Valiant was a base, where's the land?"

"It's a base for a new era," Jack explained. "Protecting the skies of Equestria." Spanning out all around them, were clouds in all directions. The base itself seemed like a large metal box hanging between a pair of blimps with large propellers on them. It truly was a _sky_ base.

After a moment of staring in shock, the Doctor insisted that they set off and they began galloping through the underbelly towards the upper floors. Passing large machines with dials and switches, hoping somepony didn't spot them. Suddenly, the Doctor skid to a stop, ears up and alert. Jack stopped too, "We've no time for sightseeing Doctor."

"No, wait, shh!" he snapped. "Can't you hear it?"

"Hear what?" asked Jack.

"Doctor, my family's on board," Gale insisted. The Doctor broke into a smile, "Brilliant. This way!" He turned and galloped down another corridor, faster than before. Jack and Gale shared a glanced then raced after him, bursting through a pair of doors into an area full of boxes. At the end of the way, a familiar blue box was waiting.

"Ah ha! At last!" shouted the Doctor happily.

"Yes!" Gale whooped. Only Jack was suspicious, "What's it doing on the Valiant?" They ran through the blue doors and, were met with angry red lights and broken clanging bells. They stopped dead. Before them the familiar console had been barricaded behind a metal wall with small holes in it, hiding an ugly mass of wires.

"What the hell's he done?!" asked Jack.

"Don't touch it," warned the Doctor. Carefully, they walked towards it.

"What's he done?" asked Gale. "Sounds like it's sick." The Doctor examined his time machine, or what was left of it, muttering worriedly. "It can't be..."

"Doctor, what is it?" persisted Gale.

"He's cannibalized the Tardis," he growled.

"Is this what I think it is?" asked Jack uneasily.

"It's a paradox machine."

* * *

><p>Two floors up, in a fancy conference room, cameras were being set up fro the broadcast. One end of the room, the ship's bridge, with it's computers and steering wheel, were raised up from the rest with two small flights of stairs and was all wood paneled. A long round table with comfortable looking chairs was set up on the level below next to big circle windows. Celestia and Luna were chatting with one of the camera ponies when the Master and Opal walked in.<p>

"Anything I can do?" he asked cheerfully. "I could make tea, or something."

"That's quite alright," said Celestia with a smile.

"Just take your seat," said Luna stiffly, earning a curious look from her sister. The Master shrugged and turned, leading Opal to their seats, "Miser," he muttered. "So, what do you think? It's good isn't it?"

"It's lovely," Opal said, sitting down in one of the seats.  
>"Some of my best work," the Master boasted, ploping down into the one next to her, "Ministry of defense. I helped design this place, every detail."<p>

"Two minutes everypony!" called one of the camera crew. Celestia and Luna took their place on top of the deck. Celestia cleared her throat, "According to the treaty, armed personell are requested to leave the flight deck. Thank you though and please keep an eye out." The guards bowed and left the room as instructed. Somepony began counting down. The Master pulled a small paper bag out of his pocket and offered it to Opal, "Jelly foal?" She smirked and pulled one out.

* * *

><p>The Doctor tapped his hoof against a metal gauge on the machine, it's needle with about a centimeter from the red zone. "As soon as this hits red, it activates. And at this speed, it'll trigger at two minutes past eight."<p>

"First contact is at eight," Jack said in realization.

"What's it for though?" asked Gale, confused. "What does a paradox machine do?"

"More importantly, can you stop it?"

"Not until I know what it's doing," he said honestly. "Touch the wrong bit, blow up the sun."

"Then we've got to get the Master," Gale reasoned.

"Yeah, how're we going to stop him?" The Doctor looked up at them, "Oh, I've got a way. Sorry, didn't I mention?" He smiled a little, time for them to stop this.

* * *

><p>"My fellow Equestrians," Celestia began, cameras rolling. "Griffins, Zebras, creatures of the world. Luna and I stand before you today as ambassador for our planet, a role we have undertaken with utmost respect to our fellow leaders. Perhaps our Toclafane friends can offer us much, but what is important is not that we gain material benefits, but that we learn to see ourselves another way."<p>

At the back of the room, an agent entered the room, unknowingly allowing the three stoaways to enter unseen.

"This plan, you going to tell us Doctor?" whispered Jack.

"If I slip this around his neck, cancel out his perception, they'll see him for real," he explained. "It's just hard to go unnoticed when everypony's on red alert. If I fail, you've both got keys."

"Yes sir," said Jack.

"I'll get him," muttered Gale.

"And now, we ask you to join us in welcoming the Toclafane!" Celestia finished. Four black spheres appeared around the royal sisters. Luna audibly gasped, Celestia put a hoof on her sister's shoulder. She looked up at the Toclafane, "Welcome friends. I am Princess Celestia and this is my sister Princess Luna. Welcome to Gaia."

"You two aren't the Master," sniped one of the Toclafane angrily.

"We like the mister Master," chirped another.

"We don't like you."

"We could be your masters if you so wish," Celestia replied uneasily.

"Princesses are stupid."

"We want the Master!"

"Where's my Master, pretty please?"

"Oh alright then!" came a voice. All eyes turned to the. Master as he jumped out of his seat, "it's me! Tada! Sorry, I just sort of have this effect on ponies! Is it the aftershave? The ability to laugh at myself? I don't know, it's cr-azy!"

"Counter Clockwise, explain yourself!" snapped Luna.

"I'm taking over," he said simply. "Starting with you two. Freeze 'em." Faster than you could say: "Elements of Harmony" the Toclafane had frozen both Celestia and Luna into stone statues. The Master laughed and applauded, guards pull their crossbows, aiming them at the remaining leaders at the table.

"Nopony move!" one of them ordered. The Master turned, and looked each camera in the eye, "Creatures of Gaia! Listen up!"

"Stop him!" The Master looked over, to where three guards had pinned down the Doctor, key hanging from his mouth. He laughed again, "Hello Doctor, we meet again. I love saying that!"

"Stop it! Stop it now!" the Doctor shouted.

"As if a perception filter is going to work on me," he snapped. "And oh look! It's the filly and the freak, though I can't tell which one's which." Everypony looked to where Gale and Jack were standing. Jack scowled and ran forward, the Master rolled his eyes, pulled something out of his pocket and zapped him dead then and there.

"Laser screwdriver," he said nonchalantly, "who'd have sonic? Luckily he's not dead for long I can kill him again!"

"Master calm down!" the Doctor begged. "Just look at what you're doing! Just stop!"

"Excuse me everypony, just some personal business," the Master said to the cameras. "let him go." The guards released the Doctor, throwing him forward. He climbed back onto his hooves, "It's that sound, that sound in you're head. What if I could help?"

"Oh how to shut him up?" the Master mused, taking a seat on the top of the staircase. "I know! Memory lane! Professor Laserus, remember him and his genetic manipulation device? You think little Sparrow got that job on accident? I've been laying traps for you this whole time Doctor! And what if I could concentrate all that technology into one little screwdriver? But oh deary me, if only I had the Doctor's biological code. Oh wait, I do!" He grabbed a metal briefcase in his mouth and leapt up, the front flipped open to reveal the hoof-in-jar.

"I've got his hoof!" the Master continued, putting it down. "Laserus made himself younger, and better, but what if I reversed it? Say, add a hundred years or so?" With a smile he aimed the laser screwdriver at the Doctr and pulled the trigger. Nopony couldn't see the Doctor, his whole shape became a blur as time accelerated for him, making him age faster than possible and twitch randomly. His screams could be heard all the way on the lower decks.

Gale rushed to Jack's side as he revived, trying not to watch as her friend was tortured. Jack pulled off his manipulator and pressed it into her hooves, "Take it." She shook her head desperately, "I'm not leaving you."

"We can't stop him, get out of here." The screaming stopped, Gale looked over and gasped. The Doctor, who the Master had stopped zapping, now looked at least a hundred years old. She'd seen some old ponies but this was ridiculous, he could barely move. She ran over and helped him up, the Master sighed, "Oh look, she's a would-be doctor. But tonight, Nightengale, we've flown them here, all the way from prison!"

The door at the back of the room was thrown open, a guard walked in, pulling three ponies behind him. Gale froze, it was her family. Sparrow, Eagle, and Cardinal, all wearing the chains or criminals.

"Mum-"

"I'm sorry Gale!"

"The, Toclafane," growled the Doctor. "What are they? Who are they?"

"Oh Doctor, if I told you, your hearts would break," the Master said.

"Is it time?" asked one of them suddenly, "is it ready?"

"Is the machine singing?" asked another. The Master checked his watch and smirked, "Two minutes past eight." He looked over at the cameras, "Well Gaia, basically, end of the world. Here come the drums!"

Music began to play over the ship's speakers-"_Here come the drums here come the drums!_" From deep within the bowels of the Valiant the Tardis screamed and sparked in protest as the paradox machine went into effect, and a large jagged rad gash tore open the sky. Toclafane flooded through the gap, swarming into the sky, spinning, dancing, and charging towards and unsuspecting planet. The Master grabbed Opal by the hoof and they danced to the music, spinning in front of one of the windows.

"How many do you think?" the Time-Pony asked.

"I, I don't know," Opal replied excitedly.

"Six billion, down you go fillies!" Now the music was mixed with distant screams as the Toclafane opened fire on cities and towns below. "Shall we decimate them? That's a nice word, decimate." He pressed a button on his jacket, "**Remove one tenth of the population!**" Ponies in the room gasped in shock, the Toclafane giggled in response and killed even faster. Reports began flooding in from cities across the country, across the whole world!

Slowly, while they were distracted, Nightengale got to her hooves, Jack's teleported clutched in her magic. She looked at her friends, then her family, "I'm sorry." _Bz-zap! _She teleported off the Valiant in a flash of blue, leaving them behind as she reappeared on the ground below. Before her, the city was wreathed in smoke and fire, and she could still hear the screams. New anger at the Master formed in her mind, "I'm coming back, just wait." Then she turned, and galloped away.

* * *

><p>"And so it came to pass that Equestria was destroyed," the Master was saying proudly. "And Gaia was no more. And I looked out upon y new dominion as Master of All Races, and thought it good."<p>

_To be continued in, "Last of the Time-Ponies"..._

**Me: I literally have no excuses this chapter except for school. Master, you do the credits because I am done.**

**Master: Really? Me? Aw you shouldn't.**

**Me: yeah, I really shouldn't. Never mind. MLP Friendship is Magic is copyright of Hasbro.**

**Master: but-**

**Me: and doctor who is copyright of the BBC. Now, I bid you a farewell, chao, and hope those of you that saw it liked the new Doctor. Bye!**


	15. Episode 14, The Last of the Time-Ponies

Doctor Whooves

_The Last of the Time-Ponies_

**Here we go, the last episode. Of course, next up is Time Crash! (Fav. Special ever!)**

**Let's do this thing.**

_Taptaptap-tap._

_"The Master is the Prime Minister of Hoofdon, the Master and his wife?"_

_"I'm sorry, but it's a lie, everything's a lie."_

_Taptaptap-tap._

_"It's a paradox machine."_

_"Well Gaia, basically, end of the world. Here come the drums!"_

_Taptaptap-tap._

_"I'm coming back, just wait._

**Cue theme!**

_One year later..._

Things on Gaia had changed over a year. Cities fell into ruin, once mighty civilizations fell to the Master and his Toclafane soldiers, and those who fought were enslaved or killed. Empty streets were a common sight, and silence was a normal sound. What was left of groups like ERAD had gone into hiding, but were hunted and destroyed. Leaving one hope.

Frigid wind blew across the coast of the Thames, Arrow Head adjusted his coat and looked out towards the sea. He was a Pegasus with a silver mane and slightly darker coat, his cutie mark was an bow and arrow, but he hadn't fired one in a year. Suddenly, a light appeared out over the water, he picked up his own lamp with a hoof and raised it into the air.

A small boat rowed out of the darkness, it appeared to only have one passenger, a middle aged earth mare in dark clothes. Arrow made a face, where was this legendary pony who he was supposed to be picking up? The tarp at the base of the rowboat stirred as it hit land. The tarp was levitated off and a unicorn got to her hooves, dusting off her clothes.

Nightengale looked different than she had a year ago, her hair was shorter, she walked with a newfound confidence, and a few bandages were wrapped around her ear where a blast of shrapnel had caught her. She hopped out of the boat and thanked the rower before trotting over to Arrow.

"Well, what's your name then?" she asked, tightening her black saddlebags.

"Arrow Head," he said, setting the lamp down. "No need to ask who you are, the famous Nightengale. How long has it been since you've been in Hoofdon?"

"Three hundred and sixty five days," she replied, "it has been a long year."

"So, what's the plan?" asked Arrow. Gale thought for a second, "This Professor Diode, I need to see her. Can you get me there?"

"She works in a repair shed at Nuclear Plant Seven," Arrow said. "I can get you inside, what's all this for?" She sighed, "Sorry, but the more you know the more you're at risk." Arrow nodded, then motioned with a hoof. They began climbing the banks to where a rickety looking cart was parked.

"There's a lot of ponies depending on you," he remarked. "You're a bit of a legend."

"What does this legend say?" she asked.

"That you sailed across the ocean, (something few ponies in history could say) walked across the Griffin Kingdom. That you were the only pony to get out of Canterlot alive. Nightengale, they say, she's going to save the world." He looked at her, "It's a bit late for that." They arrived at the cart, the back was packed with boxes covered in tarps to protect it from rain and water damage.

"How come you've got one of these? Don't you get stopped?" Gale asked curiously.

"Medical staff," he explained with a smile, remembering fonder days, "Used to be part of the Guard infirmary. But that gives me a license to travel so I can help at the labor camps."

"Great," she muttered, "traveling with a doctor again." Gale hopped up into the back of the cart and ducked under the tarps. Arrow hooked himself into the reigns and began pulling the cart up the road. He looked back to where Gale was peeking through the tarps at him.

"The story goes, that you're the only pony on Gaia who can, kill, him," he said, using the K-word as if it were glass. "That you, and you alone, can kill the Master stone dead." There was a pause.

"Let's just drive," she replied quietly.

* * *

><p>"<em>Citizens rejoice! Your master stands on high, playing track three!<em>" Thumping music began to play through the speakers aboard the Valiant flight deck. The glass doors slid open and the Master galloped in, jumping once in the air for effect. The guards stiffened to attention, as did the servants, Cardinal and Sparrow. Both watched their Master prance about, as if he didn't give two tails for what he'd done.

_"I can't decide whether you should live or die~"_

He skipped up the steps onto the upper deck, taking his wife Opal by the hoof and spinning her around, giving her a big kiss. When he'd turned away, she scowled and wiped her face. The Master grabbed the ship's bell, ringing it with a loud _CLANG!_ From within a small fabric tent set up beside the stairs, a feeble Doctor walked out. He looked no older, or younger, since that day one year ago.

"_I won't deny I'm going to miss you when you're gone~"_

The Master trotted over to his old friend and shoved him into a wheelchair that had been set beside the tent. Still dancing to the music, he grabbed a pair of reigns attached to the wheelchair and dragged it and the Doctor across the deck, not bothering to drive carefully. He allowed it to stop by one of the windows as the song faded out. He looked from his friend to the orbit of Toclafane orbs outside.

"It's ready to rise Doctor," he said with a smirk. "The new Time-Pony kingdom. It's good, isn't it? Isn't it good?" the Doctor made no reaction that he'd been listening, or that he cared. "Anything? No? Nothing?" The Master made a face, watching as a small squad of Toclafane passed the window. "They broke your hearts didn't they? Those Toclafane, ever since you worked out what the really are." Still no response.

He looked the Doctor dead in the eye, "They say Nightengale has come home. Now why on Gaia would she do that?"

"Leave her alone," the elderly Time-Pony hissed.

"But you told her something, didn't you?" the Master continued. "On the day I took control. What did you tell her Doctor?"

"I only have one thing to say to you," he replied quietly. "You know what it is."

"Oh no you don't!" The Master reared up and pushed the chair as hard as he could, making it wheel across the floor. He turned to everypony else, "Come on ponies! What are we doing? Launch day in twenty four hours!" But when he turned his back, the Doctor made eye contact with Cardinal.

He tapped his chair three times, she nodded, eyes hard. She got to her hooves, tea tray in her magic, and trotted out of the flight deck. Hurrying downstairs to the kitchen, she passed Eagle, who was on his knees scrubbing the floor, and paused. She tapped her hoof three times against the ground, as if thinking, then left. Eagle spotted this motion, and nodded. Not long after she was gone, did Sparrow come trotting down the hallway, a covered platter in her magic.

They made eye contact and he winked three times, Sparrow nodded and hurried her pace. She was headed down to one of the lowest levels, where the Valiant's second prisoner was being held. As she entered the hold, a falsley jovial voice shouted out to her: "Mornin' Sparrow! Ah, smell that sea air!" Captain Jack was being held in a modified cell, more like a metal box, in a straight jacket with his wings belted down.

"Makes me hungry for some good chips you know?" he continued as she opened a window in the box so he could look out. "But what do I get? Lousy cold mashed potatoes. Some hotel, last time I book over the Internet." Sparrow uncovered the platter, revealing just that. As she scooped out a large spoonful to give him, she tapped the platter three times. Jack winked and gladly ate the potatoes.

* * *

><p>Nightengale looked over the bluff and scowled. Before her, a hundred foot stone statue of the Master, studded with about as many crystals as you could imagine, loomed over them. Arrow Head climbed up behind her, looking at the statue.<p>

"All over Gaia," Gale muttered, "those things. He's even reforged the Gateway to Freedom into copper version."

"Best keep down," said Arrow. He pulled out a pair of binoculars and let her use them to look past the statue. "Here we go." Behind the giant stone Master was a field of rocket ships. It was surprising that so many had been made when Equestria had only recently sent out satellites.

"The entire southern half of Equestria, dotted with these shipyards," Arrow explained. "They bring in slave labor every morning. Break up cars, houses, anything just for the metal, building a fleet of scrap."

"You should see Griffinalia," Gale remarked, handing him his binoculars. "That's Shipyard One. More than a thousand rockets, from the Gold mountains to their west coast, all getting ready for war."

"War?" asked Arrow, confused. "With who?"

"The rest of the universe," she said sadly, looking up at the sky. "I've been out there, Arrow, before all this happened, and there's more than a million different civilisationg all around us with no idea of what's happening here. The Master can build weapons big enough to devastate all of them."

"You've been in space?" he repeated, mouth agape.

"Problem?" she replied simply.

"No, just, er, wow. Um, anything else I should know?"

"I've met Starswirl the Bearded." Arrow looked at the mare next to him with shock, what else was there to her? It wasn't until a voice piped up did they realize they had company.

"Identify little pony," ordered the voice of a Toclafane. Gale froze, Arrow whirled around. He reached into his jacket and pulled out an ID card, "I've got a license! Arrow Head, Peripatetic Medical Squad. I'm allowed to travel. I was just checking for-"

"Soon the rockets will fly," said the second Toclafane, "then lot's of creatures will be hurt, you'll be so busy!" The orbs laughed maniacally and flew off. Aroow tucked away his ID and looked at Gale, "They didn't see you." She relaxed and stood, "How do you think I traveled the world?" A small silver key dangled on a chain around her neck. As they walked back to Arrow's cart, his curiosity got the better of him and he continued to pester her about the key. Gale sighed, but began to explain.

"The Master set up the Hydra Network," she said. "Fifteen satellites around the planet, but really it's transmitting this low level psychic field. That's how everypony got hypnotised to think that he was Counter Clockwise."

"Counter Clockwise, that feels like years ago."

"But this key's on the same frequency, makes me sort of, not invisible, just unnoticeable."

"Well I can see you," Arrow pointed out.

"That's because you wanted to."

"Yeah, I suppose I did." They walked in silence for a minute, "So, is there a Mrs. Arrow Head?" He looked at Gale, a bit surprised.

"No, no. Uhm, what about you?" She stopped walking for a second, a few select memories flashing through her mind. Gale shook her head, "There used to be somepony. A long, long time ago. Come on, I've got to find this Diode mare."

"We'll have to wait until the next work shift," Arrow explained. "What time is it now?" Gale checked her wristwatch, "About three o'clock."

* * *

><p>What she really had meant, was 2:58. Or at least, that's what the clock outside Jack's box read. With a skill perfected after a year, he began to wiggle his way out of the straitjacket. After a minute of struggling, the clasps holding his wings down popped off. Now able to stretch a little, he undid the straitjacket and shrugged it off. A guard outside heard the movement inside and opened the window, "Hey! Pipe down in ther-"<p>

A fist of feathers smacked him hard, causing him to stumble and smack his head, knocking him out. Jack looked out of the opening, and knowing the coast was clear, reached out and began searching for the latch to open the door.

* * *

><p>Upstairs on the flight deck, Cardinal, Sparrow, and the Doctor watched the clock as the Master strode on deck.<p>

"Time for my massage," he announced, looking at his maids. "Now, who will it be today? Sparrow! C'mon, get to work." He sat down into one of the spinny chairs, looking at her expectantly. She sighed, and trotted fuming, she pulled off his jacket with her magic began to rub the Master's shoulders, he sighed happily.

"Opal, Have you met Sparrow? She's gorgeous," he continued, glancing at his wife. "Sparrow, when we go to the stars, I'm going to take you to Catriga Nova, whirpools of gold! You two should get to know each other, it might be fun."

The clock struck three and a signal blared out: _"Warning, condition red, fire on level three."_

"What the hell?" asked the Master, shooting to his hooves. (He would later find out that Eagle had poured a bucket of cleaning supplies over a machine, causing an electrical fire.) In the distraction, Sparrow dove onto the table, grabbing his suit jacket in her magic and tossing it to her mother who searched the pockets. She found the Master's laser sonic and tossed it tot he Doctor, who in turned aimed it at the Master.

He froze, "Oh, I see."

"I told you," the Doctor said coldly. "I have one thing to say." The evil Time-Pony smiled, and then he laughed. He kept laughing as the Doctor tried to activate the laser sonic. "Isomorphic controls Doctor." He stood, reached out a hoof and snatched it from him, "Which means it only works for me. Like so." He fired it at Cardinal, who ducked out of the way, the beam singing the top of her ear.

"Say sorry!" he ordered.

"Sorry! Sorry!" she shouted, covering her head with her hooves. Sparrow dashed over to make sure she was alright, the Master smirked. "Didn't you learn anything from Princess Nightengale? Siding with the Doctor is as dangerous thing to do." He looked at the guards, "Take them away. And make sure their friends are stopped too." He watched as the guards led Nightengale's mother and sister out of the room, then looked down at the elderly Doctor.

"You know, I remember the days when the Doctor," he sighed, sitting on the steps to the upper deck, "Oh that famous Doctor, was waging a Time War, battling Sea Devils and Axons. He sealed the rift at the Gorgon Cascade single hoofed. And look at him now, stealing screwdrivers with the help of foals. How did he come to this?" The Master laughed, "Oh yeah! Me!"

"I just need you to listen," protested the Doctor.

"No!" his rival shouted, jumping to his hooves and looking the Doctor in the eye. "It's my turn! Revenge, best served hot! And this time, it's a message for your dear Gale."

* * *

><p>Arrow knocked on the metal door of the shed, behind them steam rose into the sky from within a giant building where no doubt ponies were slaving away. After a minute of waiting, he pushed the door open, "Professor Diode?" There came an angry clank inside, he glanced at Gale a bit nervously. She rolled her eyes and trotted in. Working avidly over a pile of machines was a dusty pink unicorn with short frizzy hair and a magnet for a cutie mark. She slammed a hoof on the top of a TV again, then glanced at them.<p>

"I'm busy," she snapped as Gale opened her mouth to speak. Arrow cleared his throat, "They uh, they sent word ahead. I'm Arrow Head and this is Nightangale."

"She can be Princess Celestia for all I care, I'm still busy," Diode said irritably. Gale turned her head to the side, "Televisions don't work anymore."

"Oh Celestia I miss 'Weakest Link'," the professor said. "Never been the same since Dez took over. Both Dezes. What's the plural for Dez? Desi? Deseen?" The new arrivals looked confused. Diode rolled her eyes, "But we've been told there's going to be a transmission from the pony himself." As she said this, the TV sparked to life. A black and white static ridden image filled the screen. The Master stepped back from the camera, looking it in the lense.

"_My little ponies!_" he said proudly. "_Salutations on this, the eve of war. Lovely mare. But I know there's all sorts of rumors going around down there. Stories of a filly walking the world, giving you hope. But I ask-"_ he stepped from the camera, grabbed something offscreen and dragged the Doctor and his wheelchair onscreen. "_How much hope has this stallion got? Say hello Starswirl. But, he's really not this old, he's actually an alien with a much greated lifespan then you stunted little colts. But what if it showed?"_

Gale's eyes widened at those words, but with the shock came anger, anger at the Master for hurting her friend even more.

_"All nine hundred years of your life,"_ the Master continued, _"What if I suspended your capability to regenerate? Made it so we could see your whole life on your face._" He pulled out his laser sonic, aimed at the other Time-Pony, and fired. The yellow beam hit the Doctor and he screamed, blurring into wild spasms barely visible beyond the static.

"_Older, and older, and older,_" the Master said, not even faltering. "_Down you go Doctor, down down down the years._" He released the switch, the screaming died. he looked down at where the Doctor's suit lay, something tiny moved inside. Out poked a head, with huge eyes, shriveled skin, and no hair whatsoever. The Master looked into the camera again, his eyes somehow locking onto Gale's, "_Received and understood miss Nightengale?"_ He smirked, and turned off the camera.

Arrow looked at her, "Are you alright?"

"The Doctor's alive," she said, still shocked and a bitter edge to her voice. There was an uneasy silence,

Professor Diode cleared her throat.

"So uh, you have a plan to stop this maniac?" she asked. Gale looked over, "What?"

"Well, obviously the Hyrdra network would seem to be the Master's greatest weakness," she said nonchalantly. "Fifteen satellites all around the planet, still transmitting, that's why there's so little resistance. The telepathic signal keeps ponies scared."

"We could take them out," suggested Arrow.

"We could. Fifteen ground to air missiles, got any on you? Besides, any militaristic action and the Toclafane descend."

"They're not called Toclafane," said Gale. "That's a name the Master came up with." Diode raised an eye brow, "What are they then?"

"That's why I came to you," she continued, reaching into her saddle bag, "Know your enemy they say. I've got this." She pulled out a CD, letting it float in her magic. "No pony's been able to look at a sphere up close. They can't even be damaged, except ont. A Lightning Strike, tiny rebellion, in the Zebrian Island labor camps brought one of them down. I've got the info on this."

Diode nodded, taking it in her own magic and putting it in a clunker of a desktop computer. The screen glitched on occasion as hard drives struggled to read the disc. Diode thumped her computer, muttering to herself. Arrow head leaned against a desk, rolling a bolt around under his hoof. He looked at Gale, "So, is this what you traveled the world for? A disc?"

"No," she said, removing her saddle bag, "just lucky."

"I heard stories that you walked the world to find a way to build a weapon," Diode piped. She got no answer, but the computer finally popped up the information. She read the data excitedly, "Ah! A current of fifty eight point five kiloamperes transferred a charge of five hundred and ten megajoules exactly."

"Can you recreate that?" asked Arrow curiously.

"I think so," Diode thought for a second, "Easily, yeah."

"Right then," said Gale, smirking. "Doctor Arrow? Let's got catch us a sphere."

* * *

><p>Flare gun in hoof, Arrow raised it to the sky and fired, sending up a rocket of bright orange between smokestacks in the plant. The buzzing of a sphere reached his ears and he ran, ducking into an alley just barely to small for him to fly. Gale watched him approach from the safety of another alley, then turned and ran back to Diode, "He's coming! You ready?"<p>

"You do your job let me do mine!" the professor said, two giant plugs ready in her magic. Said plugs were the connection between a generator and two metal strips on the walls, across the alley from one another. Arrow galloped past the strips and the orb followed. Diode plugged the cords and electricity beamed between the two strips, catching the orb in web of electricity. It twitched and spazzed in the air before dropping to the ground with a dull _thud._

Diode disconnected the cords, making it safe to approach the fallen Toclafane. The trio looked at it, then at each other.

"That's only half the job," Diode remarked, picking it up with her magic. "Let's crack this thing open."

* * *

><p>A small bird cage hung now in the flight deck, within it, the aged Doctor was sitting, wrapped in a thin blanket some guard had been generous to give him. The glass doors slid open on the dark room, letting in the Master and Opal. Opal was in a shimmering red evening dress, but looked the same as ever, bitter and unhappy. The Master waltzed up to the cage, the Doctor looked up at him.<p>

"Tomorrow, they launch," he said with a smile. "We're opening a rift in the Braccatolian space. They won't see us coming. It's, kind of scary."

"Then stop," rasped the Doctor.

"Once the Empire is established, and there's a new Gallopfrey in the heavens, maybe then it stops." His voice hardened, "The drumming. The never ending drumbeat. Ever since I was a foal, I looked into the vortex and that's when it chose me. The drum beat, the call to war. Can't you hear it? Listen, it's there now, right now! Tell me you can hear it Doctor, tell me."

"It's only you." The Master smiled grimly, "Good." A flash of blue light alerted them to the sudden appearence of one of the spheres.

"Tomorrow the war, tomorrow we rise! Never to fall," it sang. The Master looked at the Doctor, "See? I'm doing it for them. You should be grateful. After all, you love them so very much."

* * *

><p>Diode tried to edge the screwdriver into the sphere, "There's some sort of magnetic clamp, hold on, I'll just trip the-" the screwdriver slipped as the top half hissed and began unfolding into four parts. "Oh my gosh!" Gale and Arrow, who'd been watching from a little ways back got to their hooves and came over.<p>

They looked inside the sphere and gasped, partially in shock, partially in disgust. Among the wires in metal sat what looked like a pony's head, but all squished in. A metal grate had replaced the mouth and the ears were missing, the skin was bleached white, almost clear. And when it opened it's eyes, making them jump in fear, they were a milky blue color.

"It's alive," muttered Arrow, scared.

"Gale. Nightengale," it's little voice said. He looked at Gale, who looked terrified, "It knows you."

"Sweet, kind Nightengale, you helped us to fly," the sphere continued dreamily.

"What do you mean?" she asked, stepping forward uneasily, looking the shrunken head in the eye.

"You led us to salvation."

"Who are you?"

"The skies are made of diamonds!" She stiffened, "No, you can't be him." Images of the tiny colt who'd told her that, imagining him shoved in one of these awful spheres. Arrow put a hoof on her shoulder to try and comfort her a bit.

"We share each other's memories," it said. "You sent him to Utopia."

"Oh Celestia..."

"What's it talking about?" asked Arrow. "What's it mean?"

"What are they?" pressed Diode.

"Gale, please, what are they?" She swallowed hard, "They're us. They're ponies. Ponies from the future."

* * *

><p>"I took Opal to Utopia," the Master said, taking her hoof. "A Time-Pony and his companion. i took her to see the stars, isn't that right sweetheart?"<p>

"Trillions of years into the future," she said in a voice void of emotion. "The end of the universe."

"Tell him what you saw."

"Dying, everything dying. The whole of creation was falling apart, and I thought, I thought, there's no point. No point to anything. Not ever."

"And it's all your fault," the Master added, shooting a look at the Doctor.

* * *

><p>"I'd sort of worked it out what the paradox machine did, because the Doctor had said before the Master came to power that he'd locked his time machine, the Tardis, so it could only got between two places in time. The Master had the Tardis, but he could only go to the end of the universe, so he found Utopia."<p>

* * *

><p>"You should've seen it Doctor, furnaces burning, the last of anypony screaming at the dark."<p>

* * *

><p>"The Utopia project was the last hope. Trying to find a way to escape the end of everything."<p>

"There was no solution!" cried the sphere, "No diamonds! Just dark, and cold, and nightmares! Forever and ever!"

* * *

><p>"All that invention that had sustained them across eons, it all turned inwards. They cannibalized themselves." The Toclafane sphere spun proudly, "We made ourselves so pretty!"<p>

"Regressing into foals. But ti didn't work. The universe was collapsing around them.

* * *

><p>"But then the Master came," the sphere crooned, "with his wonderful time machine to bring us back home."<p>

"That's a paradox," said Diode in realization. "If you're the future versions of us, and you've come back to murder you ancestors, you should cancel yourselves out. You shouldn't exist!"

"And that's the paradox machine," Gale said grimly.

* * *

><p>"My masterpiece Doctor," the Master said. "A living Tardis, strong enough to hold the paradox in place, allowing past and future to coexist in infinite possibilities."<p>

"But you're changing history," the Doctor protested. "Not just Gaia, the entire universe."

"I'm a Time-Pony, I have the right," he replied simply.

"But even then, why come all this way jut to destroy?"

"We come backwards in time all to build a brand new empire," the Toclafane sang. "Lasting one hundred trillion years!"

"With me as their master. Time-Pony and Equestrians combined, haven't you always dreamt of that Doctor?"

* * *

><p>"But what about us?" demanded Arrow. "We're the same species, why do you kill so many of us?" the sphere was silent, then it laughed.<p>

"Because it's _FUN!_"

* * *

><p>"Equestria, home of the biggest monsters," the Master mused. "Welp, goodnight Doctor." He took Opal's hoof and led her back off the deck with a spring in his step. As if nothing had happened.<p>

* * *

><p>Diode closed the top of the sphere and looked at Gale, who was frozen still in shock, staring at the orb. She cleared her throat, "I think it's time we had the truth, Nightengale. The legend says you've traveled across the world to find a way to kill the Master, that true?" Gale nodded, starting to relax a bit.<p>

"Just before I escaped, the Doctor told me about it," she began rummaging through her saddle bag, which had been tucked under the table. "See, him and the Master have been coming to Gaia for years. And they've been watched, there's ERAD and Torchwood, all studying Time-Ponies in secret. And they made this, the last defense." She pulled out a small black plastic box and opened it, pulling out three scraps of paper. Putting them together formed three corners of an old parchment, the parts of a spell.

"All you need to do is get close, I can shoot the master dead with this," Arrow said, holding up a miniature crossbow, the tips of the arrows coated with something or other. Diode scowled, "Actually you can put that away now."

"It's not that easy to kill a Time-Pony," Gale explained. "They can regenerate. Literally bring themselves back to life."

"Ah fantastic, the Master's immortal," Diode groused.

"Except for this, four parts of a spell that when cast, kills a Time-Pony permanently."

"Four parts?" asked Arrow. "You've only got three."

"Still need the last one," she said, putting the pieces away. "The components of this spell were kept safe, scattered across the world, and I found them. Griffinalia, Manehatten, Śānti City, and Hoofdon."

"Then where is it?" asked Arrow.

"In an old ERAD base, north of the city. I've found the access codes but i need you, Arrow, to get me there." He nodded and began packing the few items he had. As he did, he explained the new plan, "We can't get across Hoofdon in the dark. It's full of Timber Wolves. We'll get eaten, we can wait until morning, then go with the medical convoy."

"You can spend the night here if you want," Diode suggested.

"No, we can egt halfway, stay at the slave quarters in Boxley," Arrow replied. "Professor, thank you."

"And you, good luck!"

"Thanks," said Gale, shouldering her pack. Diode put a hoof on her shoulder, "Gale, could you do it? Could you actually kill him?" She was silent, "I've got no choice."

"You might be many things, but you don't look like a killer." There eyes locked for a second, Gale pulled away and galloped after Arrow.

Didoe watched as the door shut behind them, then sighed. She turned and rushed toa nother corner of the room. A code typed on a small keypad revealed a computer screen and keyboard. The screen glowed to life, the Hydra network logo spinning on its interface.

"Access Priority One, this is Professor Diode," she said, voice shaking.

"_State your intent,_" the comptuer answered.

"I need to know about my son."

"_State your intent._"

"Is my son alive?"

"_State your intent._" She swore, but looked at the screen again. "I have some information for the Master concerning Nightengale."

* * *

><p>A residential street, a place where foals used to play after school. Now each house was crammed with as many ponies as it could hold, slave labor for the Master plan. Arrow banged on one of the doors, "Let me in! It's Arrow Head!" The door opened as much as it could, allowing him and Nightengale to slip inside. Ponies filled the front room, all adults, no children in sight.<p>

"Did you bring any food?" somepony asked.

"Couldn't get any," Arrow answer, "And I'm starving."

"We've only got water," another voice said. Arrow scowled, "Cheaped than build barracks, pack them in, hundred a house, ferry them off to shipping yards every morning." Gale felt a tug on her sleeve, a teenage colt was trying to get her attention.

"Are you Nightengale?" he asked.

"Yeah, that's me," she answered. HE broke into a smile, "Can you do it? Can you kill him? They say you can kill the Master, can you? Tell us you can do it, please tell us you can do it." Whispers began to race through the others, news of their famous guest spreading like wildfire. Everypony began asking questions at once.

"Quiet!" shouted Arrow. "Just leave her alone, she's exhausted!" Gale put a hoof on his shoulder, "No, it's alright, they want me to talk, I will." She waded through the crowd and sat down midway up the flight of stairs. Everypony crowded in, staying absolutely silent so nopony would miss a thing. She cleared her throat, and all the tiny sounds ceased to.

"I traveled across the world," she began, "from the ruins of Manehatten to the fusion mills of Ponyville, right across the radiation pits of Zebria. And everywhere I went, I saw ponies, just like all of you, living as slaves. But, if Nightengale became a legend, then that's wrong, my name isn't important. There's somepony else.

"The stallion who sent me out here. The stallion who told me to walk the world. His name is the Doctor, he's saved your lives, and mine, so many times, and almost nopony knew he was there. He never stops, never stays, he never asks for thanks. But I've met him, I've seen what he can do, I know him," she paused, "I love him. And, I know he can, will, help us one more time."

"It's him!" the peace was shattered by a panicked shout from the door. "It's him! Oh my Celestia it's the Master! He's here!" Panic spread, ponies pushed their way in front of Gale, determined to hide her. Arrow was given an old sack, which he used to cover her. The chaos died, and everypony waited.

"GALE!" a hauntingly familiar voice called. "Oh Nightengale! I can see you! Out you come little filly, come and meet your Master." He waited, "Anypony? Nopony? No? Nothing? Pity. Positions!" There was a sound of readying machines, something that a wall or a window would not stop. "I'll give the order unless you surrender! "Ask yourself, what would the Doctor do?"

Gale grit her teeth and got to her hooves, Arrow tried to pull her down but she shoved him off. Ponies whispered for her to stop, but she trotted up to the door and out. There was the Master, standing in the center of the road, smiling at her.

"Oh yes, oh very well done, good girl, he trained you well." He pulled out his laser sonic, "Bag, gimme." She pulled it off and started to walk forward to hand it to him, "No, stay there. Just throw it." She rolled her eyes, tossing it onto the cobblestones. He aimed the laser, and fired, obliterating the sack and the spell within.

"Now then, good companion, your work is done," he turned, intending to fire his laser sonic at her, when a battle cry came from the house she'd left. Arrow Head ran full pelt out the door towards the Master, but didn't make it five feet. Without batting an eye, the Master shot him down, laughing at the face he made before face planting on the cold stones.

"But you, when you die, the Doctor should be witness eh?" the Master said excitedly. "Almost dawn Gale, and Gaia marches to war!"

* * *

><p>The sun shone bright above the Valiant, though inside was as gloomy as a storm. Gale was led into the flight deck, two soldiers watching on either side of her. She looked to the left, her family stood there, watching solemnly. To her right, her old friend Captain Jack, bound with rope and forced to watch. She held her head high though, as she marched to the front of the room, where her death awaited. The Master stood on the second level up, Opal by his side. He smiled as Gale looked up him, defiance still in her eyes.<p>

"Your teleport device, in case you thought I'd forgotten," he said. She scowled and pulled it out of her sleeve, using her magic to hand it to him. He pocketed the vortex manipulator and smiled, "Now, kneel." She lowered to a bowing position, keeping her head high.

"Down below, the fleet is ready to launch," he said proudly. "Two hundred thousand ships, set to burn across the universe. Are we ready?"

"_The fleet awaits your command, rejoice!"_

"Three minutes to align the black hole converters," the Master said, a clock to his left began ticking down. "I never could resist a ticking clock. My children! Are you ready?"

"_We will fly and blaze and slice!_" the Toclafane cried. _"We will fly and blaze and slice!"_

"At zero, to mark this day,the filly Nightengale will die," he continued proudly. "The first blood. Any last words? No? Such a disappointment this one. Days of old Doctor, you had companions who could absorb the time Vortex, this one's useless. Bow your head." She didn't move. The Master shrugged and pulled out his laser sonic, "And so if falls to me, as Msater of all, to establish from the day, a new order of Time-Ponies! Form this day forward-"

Something made him stop. A small sound, no more than a whisper. He looked down at Gale, who had covered her mouth with a hoof and her shoulders were shaking, from laughter.

"What? What's so funny?" She looked up at him, smiling, "A spell?"

"What about it?"

"A spell in four parts?"

"Yes and I destroyed it!"

"A spell in four parts scattered across the world?" Gale laughed again, "You actually _believed_ that?"

"What do you mean?" the Master stammered.

"As if I'd ever ask her to kill," the Doctor said, smiling a little.

"Oh well, it doesn't matter, I've got her where I want her," the Master cried, aiming the sonic.

"But I knew what Professor Diode would do," Gale continued, standing. "The Resistance knew about her son. I told her about the spell so she'd get me here at the right time."

"You're still going to die."

"Don't you want to know what I was doing, traveling the world?" He made a face, "Ugh, fine, tell me."

"I told a story, that's all. No weapons, just words. I did just what the Doctor said. I went across the kingdoms, all on my own, finding ponies and telling them my story," Gale said proudly. "I told them about the Doctor. And I told them to pass it on, spread the word so everypony would know about the Doctor."

"Faith and hope?" sneered the Master. "Is that all?"

"I gave them and instruction, one the Doctor had given me. I told them to think of a specific word, at one moment."

"Nothing will happen!" he snapped. "Your weapon is nothing but a dream!"

"Right across the world, one word, just one thought at one moment, with fifteen satellites." The Master paled, "What?"

"The Hydra network," said Captain Jack.

"A telepathic field, binding the whole planet together, a whole planet with magic, thinking one word at one moment," she cried. "And that word, that word is Doctor!" The countdown hit 0:00, and the Doctor's cage was filled with light. The Master looked wildly from the cage and Gale, "Stop it! No no no no you don't!"

The cage began to dissolve. Hundreds of minds, focusing their hope on one being. Hope is it's own kind of magic you see, it doesn't work on it's own, but with a little help, it can work wonders. Everywhere, the chant grew, "Doctor! Doctor!" over and over, even the soldiers were fighting their Master.

"Stop it!" he cried desperately, watching in horror as the Doctor returned to normal.

"I've had a whoel year to tune myself into the psychic network," he said, eyes locked with the Master's.

"I order you to stop!" he cried.

"The one thing you can't do, stop them thinking." The Doctor, now back to his old self, still radiating with energy, stepped towards the Master. Terrified, eh tried to back away, jumping off the stariway and racing towards the wall, but he could go no further.

"Tell me Equestria, this whole world, is degenerate, when they can do this!" Gale turned and ran to her family, receiving the warmest group hug she, or any of them, had ever had. The Master fumbled for his sonic, firing it at the Doctor desperately. It bounced off the energy that still surrounded him. He stood before the Master, "I'm sorry. I'm so sorry."

"You can't do this!" the Master screamed. "You can't do this! It's not fair!"

"And you know what happens now."

"No no no!"

"You wouldn't listen."

"No!"  
>"Because you knew what I was going to say." The energy finally vanished, the Doctor knelt down beside his old friend and wrapped his hooves around him, "I forgive you."<br>There was a split second of silence, then a voice, made of thousands, shouted: "Protect the Paradox!"

"Captain! The paradox machine!" ordered the Doctor, getting to his hooves. One of the guard quickly untied Jack and handed him a crossbow, "You guys, with me, come on!" They raced out of the deck. But just as they did, the Master pulled out the vortex manipulator, and the Doctor saw him. "No!" he grabbed the device just as it activated, following the Master to wherever.

It spat them out onto a rough stone cliff. Below them sat a shipyard, the rockets smoking ready to fire. The two Time-Ponies got to their hooves, the Master smiled grimly, "Now it ends Doctor. Now it ends!" He pulled a small switch from his pocket, and sirens began wailing in the ship yard.

"We've got control of the Valiant, you can't launch," the Doctor cried.

"Oh, but I've got this," he snapped, displaying the switch. "Black hole converter in every ship. If I can't have this world Doctor, then neither can you! We shall stand here together as it burns!"

"Weapon after weapon, all you do is talk! But over all these years, and all these disasters, I've always had the greatest secret of them all, _I know you_. Explode those ships, you kill yourself. That's the one thing you can never do." The Doctor held out his hoof. "Please, give that to me."

The Master sighed, but he held out the trigger.

* * *

><p>Jack, and the three guards brave enough to come with him, raced down the corridors towards where the paradox machine waited. Three spheres guarded the entrance to the storage room, and when they spotted the soldiers, they opened laser fire.<p>

"Can't get in," one of the soldiers said. "We'd get slaughtered."

"Yeah," said Jack, taking as many arrows as he could from the soldier, "That seems to happen to me a lot." With a mouthful of extra arrows, he raced into the hall straight for the machine, somehow making it through alive and intact. He sat with his back against the door for a second, catching his breath, then loaded and arrow on the crossbow. In the next thirty seconds, he fired as many arrows as he could into the machine, making it spark and explode.

"Let's hope this doesn't blow up the universe," he cried, firing one last one in.

* * *

><p>There was a blue flash and the Master and Doctor had reappeared in the the deck again. But less than a second later, a while hurricane of a wind began to whip through the ship. Papers flew everywhere and the floor shook like made. Gale stumbled and somehow fell into the Doctor, they smiled at each other before the Doctor called: "Everypony get down! Time is reversing!"<p>

Everypony dropped to the ground as the winds of time set everything right. Clouds reset themselves, statues were dismantled, those who died were brought back, and every single Toclafane that had come tot he planet vanished with a scream of fear. Above the Valiant, the ugly red tear in the sky sealed itself together, the darkness beyond receding to it's future time.

And then, there was peace. The winds died and the shaking stopped, ponies began getting to their hooves. The Doctor stood and looked at the clock, "The paradox is broken. We've reverted back, one year and one day. Two minutes past eight in the morning." He looked up on the second level, where a pair of statues had reappeared.

"_This is ERAD central, what's happened up there? We just saw the Princesses turned to stone!"_ called a voice over one of the computers.

"Just after the Princesses were frozen," the Doctor continued, "but just before the spheres arrived. Everything back to normal, Gaia restored. none of it happened, the rockets, the terror, it never was."

"What about the spheres?" asked Gale.

"Trapped at the end of the universe."

"But, I can remember it," said Cardinal, confused.

"We're at the eye of the storm, the only ones who'll ever know," he explained. In the calm, the Master had slowly begun sneaking towards the door, then made a break for it. Just as Jack was coming back in with a loaded crossbow.

"Whoa fella," he said turning the Master around, "You don't want to miss the party do you? Cuffs." One of the soldiers handed him a pair, which in turn he put onto the Master. "So, what do we do with this one?"

"We kill him," said Eagle firmly.

"We execute him," Sparrow added.

"No, that's not the solution," the Doctor said.

"Oh I think so," Cardinal said stiffly. In her magic was an arrow, one arrow, but it'd be enough. "Because all those things, they still happened because of him. I saw them."

"Go on," said the Master, "Do it." The Doctor stepped closer to her, putting a hoof on her shoulder, "Cardinal, please, you're better than him." Slowly, he magic around the arrow faded, and it dropped to the ground. She hugged the Doctor, fighting back tears. The Doctor motioned with a hoof and gently handed her over to Gale, before turning to the Master.

"You still haven't answered the question," the Master said. "What happens to me?"

"You're my responsibility now, the only Time-Pony left in existence."

"Yeah, but you can't trust him," interrupted Jack sternly.

"No, the only safe place for him is in the Tardis."

"What, you're just going to keep me?"

"Yes, if that's what I have to do. Maybe it's time for a change. Maybe I've been wandering for too long. Now, I've got somepony to care for-" _Twang!_ The arrow shot through the air, hitting the Master square in the chest, it's long feathered shaft sticking out. He stumbled, the Docto caught him and helped him down. Jack galloped forward, climbing up to the second level and snatching the crossbow out of Opal's hooves.

"There you go," muttered the Doctor, "I've got you."

"Always the mares," the Master groaned, hissing in pain.

"I didn't see her."

"Dying in your arms," he continued with a faint smirk, "happy now?"

"You're not dying," the Doctor protested, "Don't be stupid. It's only one arrow, just regenerate."

"No."

"Just one, come on."

"I guess you don't know me so well," the Master said. "_I refuse._"

"Regenerate! Just, come on please regenerate," the Doctor begged, his voice cracking.

"And spend the rest of, my life trapped, with you?"

"You've got to, come on. It can't end like this, you and me, all the things we've done. Axons, remember the axons? And the Daleks? We're the only two left, there's no else, regenerate please!"

"How about that?' the Master said quietly. "I finally win. Will it stop Doctor? The drumming? Will it stop?" he smiled one last time, then went totally limp. The Doctor watched horror struck, then simply bowed his head. One tear forced it's way out, then he couldn't hold it back. His oldest friend, and his greatest enemy was dead and gone. Gone for good this time.

Now there was only one thing left to do.

That night, somewhere along the coast, the Doctor lit a massive bonfire. Sitting atop the woodpile was the body of the Master. He watched the fire for a minute, before turning and leaving. Time to move on.

* * *

><p>Gale looked around the park, quickly spotting the frizzy pink mane she'd seen only days before. She galloped towards the pony, careful not to ruffle the flowers in her magic. She tapped Professor Diode on the shoulder, she looked round and smiled. "Oh, hello." Galle handed her the flowers, Diode smiled, albeit a bit confused.<p>

"Just to say, I don't blame you," Gale said smiling. She turned, and walked away. Diode watched her go, confused, but looked at the flowers and smiled.

* * *

><p>A few days later, she, the Doctor, and Jack were sharing a park bench in Cardhoof, watching ponies pass by on their daily routines.<p>

"Time was, all these ponies knew you name," Gale said, looking at the Doctor. "Now they've all forgotten you."

"Good," the Doctor said. Jack sighed, hopping off the bench. "Well, back to work."

"I really don't mind though, come with me," said the Doctor.

"I had plenty of time to think the past year," Jack explained, "the year that never was. And I kept thinking about that team of mine. Like you said Doctor, responsibility."

"Defending Gaia, can't argue with that." The Doctor stood, grabbed Jack's hoof and revealed the vortex manipulator. He pulled out his sonic, buzzed it once, and shorted it out. "Hey! I need that."

"I can't have you walking around with a time traveling teleport. You could go anywhere, twice. The second time to apologize." Jack frowned, but smiled.

"And what about me? Can you fix it? Will I ever be able to die?"

"Nothing I can do," the Doctor said. "You're an impossible thing Jack."

"Been called that before," he replied with a smile. He saluted, "Sir, ma'am." Gale smield and the Doctor saluted him back. They watched him start to walk away, only to see him turn back.

"But I keep wondering," he began. "What about aging? Because I can't die but I keep getting older. The odd little grey hair you know? What happens if I live for a million years?"

"I really don't know," the Doctor replied, chuckling.

"Okay, vanity, sorry. Yeah, can't help it. Use to be a poster colt when I was a foal living on the Boeshane Peninsula. Tiny little place, I was the first one to ever be signed up for the Time Agency. They were so proud of me. The Face of Boe they called me. Hmm," he smiled at them, "I'll see you!" The turned, and ran off.

Gale and the Doctor looked at each other in shock.

"No."

"It can't be."

"No, definitely not, no! No!" They both broke into smiles and laughed, a whole lot of things suddenly made sense.

* * *

><p>With her special phone in hoof, Gale leaned against the door of her mother's house and made a call.<p>

"Yeah could you put me through? Hi, I'm looking for Doctor Arrow Head?" There was a moment of silence, then a familiar voice answered.

"_Hello?_" Gale smiled and hung up, good to know she hadn't lost a friend completely. She sighed, then looked across the road. A familiar blue box was waiting for her. She pocketed the phone and trotted over, opening the door. The Doctor was reclining in the chair, hooves resting on the glass case that held the one he'd lost. He saw her and hoped to his hooves, "Right then! Off we go, the open road! There is a burst of star fire right now over the coast of Meta Signafolio. Oh the sky is like-"

He kept talking on and on, so Gale waited. He noticed, and stopped. Walking over to her, "Okay. What is it?"

"I just can't," she said simply.

"Yeah."

"Spent all these years training to be a doctor, now I've got ponies to look after," she said solemnly. "They saw half the planet slaughtered and they're devastated. I can't leave them."

"Of course not," the Doctor replied. "Thank you, Nightengale, you saved the world."

"Yes, I did," she said proudly. "Spent a long time thinking I was second best, but you know what, I am good. Are you going to be alright?"

"Always," he said nonchalantly.

"Right then, goodbye Doctor," she said with a smile. She turned and started to leave, but stopped and spun around. "But, the thing is, okay, so, I had this friend, Peppermint. She lived witht his stallion, student housing, and this guy was Licorice. She loved him, comepletely adored the guy. Spent all day talking about him."

"Is this, going somewhere?" asked the Doctor.

"Yes. Because she spent years pining after him. He liked her, but never looked at her twice. She wasted all this time and I kept telling her, she needed to get out." Gale took a deep breath, "So this is me. Getting out." The Doctor's eyes widened a little, his mouth opened, but closed again when he had nothing to say. She smiled and pulled out her mobile, "I'm keeping this. Because when you hear a ringing, you better coming running. I'm not having you disappear on me. Got it?"

"Got it."

"I'll see you again Mister," she said, turning and trotting towards the door. The Doctor smiled and watched as she left. But once the doors had shut, his shoulders dropped a little. He was going to miss her. He turned and faced the console, where to next?

Ah, it didn't matter. He pulled a switch and was thrown back into the chair as the Tardis took off. But something was wrong, things were warping around him, the Tardis itself was changing.

_To be continued in, Time Crash..._

**Me: almost done. Time Crash will be done, most likely, within a week. Lot of stuff going on in my life so that's not concrete. But it's coming, then we can count this season off the list. A hand to all of you who followed, see you next time!**


	16. Special 2, Time Crash

Doctor Whooves

_Time Crash_

**Righto, last one before the series is over. Uh, announcements and stuff at the end, so, enjoy this last bit before season four eh?**

Sirens blared from all directions, the Tardis tossed and turned, throwing the Doctor into the console. All around him reality seemed to shift, elongating and shrinking, as if somepony was using photoshop effects on the Tardis. He clung to the controls and reached out with a hoof, slamming the stabilizer. The spinning stopped and he dropped to the ground. He shook his head and got to his hooves, pressing a few more buttons as he did.

"What was all that about eh?" he asked the Tardis, patting her console. "What's your problem?" He started working his away around the console, trying to figure out what was going on. As he did, another stallion bumped into him, "Right, just settle down now."

They looked up at each other, "So sorry.,"

"Pardon me!" They switched places and continued on, less than a second later looking back up in utter shock. The other stallion, a younger version of the Doctor to be exact, looked at his future self, half confused half shocked.

"What?" stammered the Tenth Doctor.

"What?" asked the Fifth. They stepped closer to each other, muzzles less than two inches apart, and Ten summed up the whole situation in one word. "What?"

**Theme song~**

The two Doctors looked at each other in stunned silence. Ten looked at his past self, trying to remember exactly which regeneration he'd had a blue coat, orange mane, and wore a light blue cricket uniform with celery on the lapel.

"Who are you?" asked Five suspiciously.

"Oh-ho-ho," Ten murmured with growing excitement, "brilliant. I mean, totally wrong, big emergency, universe goes bang in five minutes but... Brilliant."

"I'm the Doctor, who are you?" Five continued irritably.

"Yes you are, you are the Doctor."

"Yes I am."

"Good for you, Doctor, good for brilliant old you!"

"Is there something wrong with you?" asked Five, looking at the gushing Time-Pony with disdain. It only got worse when Ten smiled again, "Oh there it goes! The frowny face, I remember that one! Mind you," he turned his head to the side, "Mane's a little bit greyer than it should be. Well that's because of me though. Two of us together in the same timeline shorted out the time differential, should all snap back in place once we get you home. But never mind that."

He jumped once happily, "Just look at you! The hat, the coat, the cricket-y cricket stuff, the, stick of celery... Yeah, brave choice, celery, but fair play to you not many ponies can carry of a decorative vegetable."

"Shut up!" Ten's mouth snapped shut, he rubbed his neck with a hoof. Five sighed and pulled off his hat, "There is something very very wrong with my Tardis and I've got to do something about it very very quickly. And it would help, it really would help, if there weren't some skinny colt ranting in my face about everything that happens to be in front of him!"

"Oh, okay, sorry, Doc-tor," he said, clicking the C.

"Thank you," sighed Five. He turned and started to work, Ten stepped closer. "Oo, the back of our head!"

"What?"

"Sorry, sorry," the future Doctor replied. "Just not something you get to see every day, the back of your own head. Mind you, that hat gives you awful hat-hair. I don't want to seem vain but could you keep that on?" Five spun around, looking him in the eye. (He had to look up a little since Ten was taller)

"What've you done to my Tardis?" he demanded, looking around. "You've changed the desktop theme haven't you! What's this one, _coral?_"

"Well-"

"It's worse than the zebra print." The younger Doctor pulled a pair of half-moon spectacles from his coat and snapped them on. Ten laughed, "Haha! And out they come, the brainy specs!" Five looked at him in shock. "You don't even need them! You just think they make you look a bit clever!" He opened his mouth to reply but a whooping alarm cut him off.

"That's an alert, level five, indicating a temporal collision," the Time-Pony said, pulling off his glasses just as fast as he'd put them on. He galloped over to the computer monitor, Ten looked at him curiously as he worked. Five frowned, "It's like two Tardises have _merged._ But, there's definitely only one Tardis present. It's like, two timezones are at war in the heart of the Tardis." He paled, "That's a paradox, it could blow a hole in the time space continuum the size of-"

Ten pushed the monitor over with a hoof, "Well, the exact size of Ponyville. That's a bit undramatic isn't it? Ponyville?" He began typing away. Ten reached a hoof into his jacket and pulled out the sonic screwdriver, "You need this?"

"No, I'm fine."

"Oh no, of course, you liked to go hooves free," he said, pocketing the device, didn't you? Like, 'hey I'm the Doctor, I can save the universe using a tea kettle and some string. Oh look at me I'm wearing a vegetable'!" Five glared at him, "_Who are you?"_

"Take a look." Their eyes locked and Five paled again, "Oh, oh no."

"Oh yes."

"You're, oh dear."

"Here it comes."

"A fan."

"What?" But the younger Doctor was off again, flipping switches rapidly, "Level ten, this is bad, two minutes to Ponyville!"

"I'm not just a fan I'm you!" protested Ten, following him.

"Alright, you're my biggest fan," Five said absentmindedly. "Look, it's perfectly understandable. I go zooming around space and time, saving planets, fightning monsters and being pretty sort of, well, marvelous." Ten smirked a little. "So naturally, now and then, ponies notice. Start up their little groups. That ERIcA lot, are you _one of them?_ Can't have you lot knowing where I live!"

Ten silently groaned, "Listen to me, I'm you! I'm literally you, with a new face." He waved his tail for effect, "Check out this mane Doctor cause one day, you're going to be the one brushing it!" Five looked shocked and opened his mouth to reply but-

_BONG! BONG!_

"The cloister bell," he gasped.

"Right on time, that's my cue!" Ten cried. They both reached for the console at the same time, switching controls like mad. Five was panicking, "In a minute we're going to generate a black hole big enough to swallow the entire universe!"

"Yeah, that's my fault," said Ten, waving a hoof. "I was rebuilding the Tardis, forgot to put the shield back up. Your Tardis and my Tardis, well, the same Tardis on two points in its own time stream, collided and whoops! End of the universe butterhooves! But, don't worry, I know how this all works out! Watch-"

He slammed a lever into position, "Venting the thermobuffer." Grabbed another with both hoofs and began pumping it up and down, "Flooring the helmic-regulator. And last but not least-" he typed rapidly on a tiny pad of white buttons, "Let's fry those zyphon crystals!" Five grabbed his shoulder, "You'll blow up the Tardis!"

"Only way out," he replied with a wild smile.

"Who told you that?"

"You told me that!" Ten slammed a button, white light filled the Tardis, but in a second it was gone. Everything was fine, nothing was blown up or being sucked into a black hole.

"Supernoce and black hole at the _exact_ same instant," muttered Five.

"Explosion cancels out the implosion," Ten replied.

"Pressure remains constant."

"Brilliant."

"Far too brilliant. I've never met anypony else who could fly the Tardis like that." Ten smirked, "Sorry mate, you still haven't."

"You didn't have time to work all that out, even I couldn't do it," Five protested. Tenleaned against the console, "I didn't work it out. I didn't have to." His younger self looked at him, and his eyes widened. "You remembered."

"Because you will remember."

"You remembered being me, watching you, doing that."

"Wibbly wobbly-"

"Timey wimey," they said in unison. Ten raised his hoof, as if going for a hoof-bump, but dropped it when Five looked confused. There was a noice- _bbreee!_ Ten jumped into action, hitting a few more switches, "Right! Tardises are seperating. Sorry Doctor, time's up, back to way back when. Where are you now? Nyssa and Petal? Cyberponies and Mara and Time-Ponies in funny hats and the Master? Oh! He just showed up again."

"Oh? Really?" asked Five, bemusedly watching his future self. "Does he still have that rubbish beard?"

"No! No beard this time, well, a wife." Five smiled, but just as he did, he became fuzzy around the edges. "Oh, I seem to be off. What can I say? Thank you, Doctor."

"Thank you," Ten replied with a smile.

"I'm very welcome!" He vanished completely. Ten spotted his hat one the console and quickly pulled another lever, making his past self reappear. Ten picked up the hat, "You know, I loved being you." He handed it to Five, "Back when I first started, I was always trying to be old, and grumpy, and important, like you do when you're a foal. But then I was you! And it was, galloping like crazy and playing cricket, and my voice going squeaky when I shout. I still do that, the voice thing, got that from you! Oh, and-" he pulled his own black spectacles from a pocket and slipped them on.

"Snap. Because you know what Doctor, you were _my_ Doctor." Five smiled, he tipped his hat. "To days to come."

"All my love to long ago," Ten replied, watching himself vanish. He sighed, pulling off the glasses and pocketing them. "_Oh Doctor! Remember to put your shields back up!_" The Doctor reached over the controls, pressing the bagel sized button. But the split second he did, a loud foghorn like noise ripped through the air, accompanied with a violent jerk, throwing him back onto the ground. Chunks of the wall came flying off as a large metal ship forced it's way into the Tardis, a bell rung from somewhere in the distance.

The Doctor got to his hooves, coughing on dust. He looked up at the ship, "What?" Then he looked at his ship, wires were hanging loose and dust was drifting from above. "What?!" He sifted through some of the debris, finding a round life-preserver under a chunk of metal. He flipped it and written in black letters was the name: SS Sunset. The famous ship to try crossing the ocean, it was never found.

The Doctor looked up at the ship coming through the wall, and summed up the situation in one word, yet again. "What."

_To be continued in, Voyage of the Lost..._

**Me: And there you have it, the finally to series three. Ah nostalgia, you remember season one don't you?**

**First off, I'd like to thank my followers and friends, Twilight Joltik, ROCuevas, Golden Keyblade, TwiLanes, Cyclon One, all you Anons who've submitted reviews, and every single one of my followers.**

**Cover art was mostly done by Lissy Strata, I just arranged the ponies and added text. Chakoteya .net or Chrissie's Transcripts Site was a big helper in keeping the stories and dialogue correct. Doctor Who is owned by the BBC and My Little Pony Friendship is Magic is owned by Hasbro. **

**See you all next season! It's been a hell of a ride! **


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